Common use of Indemnification by Participating Holders Clause in Contracts

Indemnification by Participating Holders. As a condition to including any Registrable Securities in any registration statement or offering, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities to, severally and not jointly, to the fullest extent permitted by law, indemnify and hold harmless (i) the Company Indemnitees and (ii) any underwriters of the Registrable Securities and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly or indirectly (within the meaning of the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemnitees.

Indemnification by Participating Holders. As a condition to including any Registrable Securities in In the event of any registration statement or offeringof any securities of Newpark under the Securities Act pursuant to this Agreement, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities toHolder, severally and not jointly, to the fullest extent permitted by lawwill, and each Participating Holder hereby does, indemnify and hold harmless Newpark, each director of Newpark, each officer of Newpark who shall sign the registration statement and its controlling Persons, if any, and all other prospective sellers and their respective directors, officers and controlling Persons against any and all losses, claims, damages or liabilities, joint or several, and expenses (iincluding any amounts paid in any settlement effected with the Participating Holder's written consent) the Company Indemnitees and (ii) any underwriters of the Registrable Securities and each person who controls to which such underwriters (within the meaning of Persons may become subject under the Securities Act Act, common law or otherwise, to the Exchange Act)extent that such losses, with claims, damages or liabilities (or actions or proceedings in respect to thereof) arise out of or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus preliminary, final or final summary prospectus contained therein, or any amendment or supplement theretosupplement, or any related free writing prospectus, but only to the extent if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to Newpark by or on behalf of such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus or amendment or supplement, or any related free writing prospectus, and such Participating Holder shall will reimburse Newpark and such other indemnified party persons for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; providedloss, howeverclaim, that liability, action or proceeding. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newpark or any of the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, indemnify and hold harmless all other prospective sellers and Participating Holders, or any of their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, officers or controlling Persons and agents, and each Person who controls, directly or indirectly (within shall survive the meaning transfer of such securities by the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesor such seller.

Indemnification by Participating Holders. As a condition to including any Registrable Securities in any registration statement or offeringstatement, the Company shall have received an undertaking reasonably satisfactory to them it from each Participating Holder so including any Registrable Securities to, severally and not jointly, to the fullest extent permitted by law, indemnify and hold harmless (i) the Company, each director and officer of the Company Indemnitees (including each officer of the Company that signed the registration statement), employees and agents and each other Person, if any, who controls the Company within the meaning of the Securities Act or Exchange Act and (ii) any underwriters of the Registrable Securities Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or any related free writing prospectus, supplement and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party under this Section 2.7(b2.6(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, also indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly or indirectly controls (within the meaning of the Securities Act or the Exchange Act), ) any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesand underwriters.

Indemnification by Participating Holders. As Each of the participating Holders whose Registrable Securities are included or to be included in any registration statement, as a condition to including any Registrable Securities in any such registration statement or offeringstatement, the Company shall have received an undertaking reasonably satisfactory agrees to them from each Participating Holder so including any Registrable Securities to, severally and not jointly, to the fullest extent permitted by law, indemnify and hold harmless (iin the same manner and to the same extent as set forth in Section 6.1) the Company Indemnitees and (ii) any underwriters Company, each director of the Registrable Securities Company, each officer of the Company and each person other Person, if any, who controls the Company within the meaning of the Securities Act, and each other Person who participates as an underwriter in the offering or sale of such underwriters (securities and each other Person who controls any such underwriter within the meaning of the Securities Act or the Exchange Act), with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that pertaining to such participating Holder by such participating Holder specifically states stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or any related free writing prospectus. The obligation to provide indemnification pursuant to this Section 6.2 shall be several, and such Participating not joint and several, among the participating Holders. The indemnity provided by each Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party under this Section 2.7(b) 6.2 shall be limited to an amount equal to the amount of net proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in Holder from the offering giving rise sale of Registrable Securities pursuant to such liabilityregistration statement. Each Participating Holder Such indemnity shall also, severally remain in full force and not jointly, indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly effect regardless of any investigation made by or indirectly (within the meaning of the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification on behalf of the Company Indemniteesor any such director, officer, or any such underwriter or controlling person and shall survive the transfer of such securities by any participating Holder.

Indemnification by Participating Holders. As Each of the participating Holders whose Registrable Securities are included or are to be included in any registration statement, as a condition to including any Registrable Securities in any such registration statement or offeringstatement, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities tohereby agrees, severally and but not jointly, to the fullest extent permitted by lawindemnify, indemnify and hold harmless and reimburse (iin the same manner and to the same extent as set forth in Section 6.1) the Company Indemnitees and (ii) any underwriters Company, each director of the Registrable Securities Company, each officer of the Company and each person other Person, if any, who controls the Company within the meaning of the Securities Act, and each other Person who participates as an underwriter in the offering or sale of such underwriters (securities and each other Person who controls any such underwriter within the meaning of the Securities Act or the Exchange Act), with respect to any such loss, claim, damage or liability (or action or proceeding, whether commenced or threatened, in respect thereof) and any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability (or action or proceeding, whether commenced or threatened, in respect thereof) which arises out of or is based on any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or final prospectus contained thereinsummary prospectus, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that by any participating Holder specifically states stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the indemnity agreement contained in this Section 6.2 shall not apply to amounts paid in settlement of any loss, claim, damage or liability (or action or proceeding in respect thereof) or expense if such settlement is reached without the consent of such Holder; and provided, further, that the liability of such indemnifying party under this Section 2.7(b) each Holder hereunder shall be limited to the amount proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the net proceeds (from the sale of the shares sold by the Holder under such registration statement bears to the total net proceeds from the sale of expenses and underwriting discounts and commissions) all securities sold thereunder, but not in any event to exceed the net proceeds received by such indemnifying party the Holder from the sale of Registrable Securities covered by the registration statement. Such indemnity shall remain in the offering giving rise to such liability. Each Participating Holder shall also, severally full force and not jointly, indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly effect regardless of any investigation made by or indirectly (within the meaning of the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification on behalf of the Company Indemniteesor any such director, officer, or any such underwriter or controlling person and shall survive the transfer of such securities by any participating Holder.

Indemnification by Participating Holders. As a condition to including In connection with any Registrable Securities in any registration statement or offeringDemand Registration and/or Piggy-Back Registration, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities toHolder, severally on a several and individual (not jointlyjoint or joint and several) basis and with respect to itself only, to the fullest extent permitted by law, will indemnify and hold harmless (i) the Company Indemnitees and (ii) any underwriters of the Registrable Securities and each person who controls such underwriters of its directors, officers, employees, agents and shareholders from and against any loss (within the meaning excluding loss of the Securities Act or the Exchange Actprofits), with respect to liability, claim, damage and expense whatsoever (including reasonable legal fees and expenses), including any statement amounts paid in settlement of any investigation, order, litigation, proceeding or alleged statement in claim, joint or omission several, as incurred, arising out of or alleged omission from such registration statement, based on any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged untrue statement or omission of a material fact, or alleged untrue statement or omission was of a material fact, made or required to be made in the Prospectus, as applicable, included in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and relating solely to the Company or Echo such Participating Holder, stating that specifically states that it such information is being provided for use in the preparation Prospectus or as incurred arising out of such registration statementor based upon any failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Company), preliminary prospectusincluding, final prospectusfor greater certainty, amendment or supplement, or for any related free writing prospectus, and amounts paid pursuant to Section 3.2; provided that such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party not be liable under this Section 2.7(b) 3.3 for any settlement of any action effected without its written consent, which consent shall not be limited unreasonably withheld, conditioned or delayed; provided further that the indemnity provided for in this Section 3.3 shall not apply to any loss, liability, claim, damage or expense to the amount extent arising out of proceeds (net an untrue statement or omission or alleged untrue statement or omission contained in any Prospectus relating to a Demand Registration and/or Piggy-Back Registration if the Company or any underwriter failed to send or deliver a copy of the Prospectus to the Person asserting such losses, liabilities, claims, damages or expenses and underwriting discounts and commissions) received by such indemnifying party in on or prior to the offering giving rise delivery of written confirmation of any sale of securities covered thereby to such liabilityPerson in any case where such Prospectus corrected such untrue statement or omission. Each Participating Holder shall also, severally and not jointly, indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly or indirectly (within the meaning of the Securities Act or the Exchange Act), any such seller or Any amounts advanced by a Participating Holder to the same extent an Indemnified Party pursuant to this Section 3.3 as provided above with respect a result of such losses will be returned to such Participating Holder if it is finally determined by a court in a judgment not subject to appeal or final review that such Indemnified Party was not entitled to indemnification of the Company Indemniteesby such Participating Holder hereunder.

Indemnification by Participating Holders. Each Participating Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Holder, but only (i) with respect to information furnished in writing by such Holder or on such Holder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, including any free-writing prospectus, or any preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense described in Section 2.04 results from the fact that a current copy of the preliminary prospectus or prospectus (as amended or supplemented, including by any free-writing prospectus) was not sent or given to the person asserting any such loss, claim, damage, liability or expense at or prior to the time of sale of the Registrable Securities concerned to such person if it is determined that it was the responsibility of such Holder to provide such person with such current copy of the preliminary prospectus or prospectus (as amended or supplemented, including by any free-writing prospectus) and such current copy of the preliminary prospectus or prospectus (as amended or supplemented, including by any free-writing prospectus) would have cured the defect giving rise to such loss, claim, damage, liability or expense; provided, however, that the aggregate amount which any such Holder shall be required to pay pursuant to this Section 2.05 shall in no event be greater than the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such loss, claim, damage, liability or expense. Each such Holder also agrees to indemnify and hold harmless the underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section. As a condition to including any Registrable Securities in any registration statement or offeringShelf Takedown, the Company each Participating Holder may require that it shall have received an undertaking reasonably satisfactory to them it from each Participating Holder so including any Registrable Securities to, severally and not jointly, underwriter to the fullest extent permitted by law, indemnify and hold it harmless (i) to the Company Indemnitees and (ii) any extent customarily provided by underwriters of the Registrable Securities and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly or indirectly (within the meaning of the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteessimilar securities.

Indemnification by Participating Holders. As a condition to including any Registrable Securities in any registration statement or offeringstatement, the Company shall have received an undertaking reasonably satisfactory to them it from each Participating Holder so including any Registrable Securities to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, indemnify and hold harmless (i) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company Indemnitees within the meaning of the Securities Act or Exchange Act and (ii) any underwriters of the Registrable Securities Securities, their officers and directors and each person Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act)) and their Affiliates, with respect from and against any Losses to which such indemnified parties have become or may become subject under the Securities Act or otherwise, insofar as such Losses arise out of, relate to or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectusprospectus or road show utilized in connection therewith, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that which specifically states that it is for use in the preparation of such registration statement, any preliminary prospectus, final prospectusprospectus or summary prospectus contained therein, any amendment or supplementsupplement thereto, or any related free writing prospectusprospectus or road show utilized in connection therewith, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, provided that the aggregate liability of such indemnifying party under this Section 2.7(b2.6(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liability, except in the case of willful fraud by such Participating Holder. Each Participating Holder shall also, severally and not jointly, also indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholdersequity holders, employees, advisors, representativesrepresentatives (legal or otherwise), and agents, and each Person who controls, directly or indirectly controls (within the meaning of the Securities Act or the Exchange Act), ) any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesand underwriters.

Indemnification by Participating Holders. As a condition to including any Registrable Securities in any registration statement or offeringstatement, the Company shall have received an undertaking reasonably satisfactory to them it from each Participating Holder so including any Registrable Securities to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, indemnify and hold harmless (i) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company Indemnitees (within the meaning of the Securities Act or Exchange Act) and (ii) any underwriters of the Registrable Securities Securities, their officers and directors and each person Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect from and against any Losses to which such indemnified parties have become or may become subject under the Securities Act or otherwise, insofar as such Losses arise out of, relate to or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that no Participating Holder shall have any liability under clause (ii) above to an underwriter or its officers, directors or controlling Persons if the liability of written information furnished by such indemnifying party under this Section 2.7(b) shall be limited Participating Holder was corrected, such corrected information was included in a subsequent prospectus which was timely delivered to such underwriter, and such underwriter failed to deliver such corrected prospectus to the amount purchaser of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liabilityRegistrable Securities. Each Participating Holder shall also, severally and not jointly, also indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholdersstockholders, employees, advisors, representatives, and agents, and each Person who controls, directly or indirectly controls (within the meaning of the Securities Act or the Exchange Act), ) any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesand underwriters. Notwithstanding the foregoing, the aggregate liability of a Participating Holder under this Section 2.6(b) shall be limited to its Participating Holder Cap in respect of the offering giving rise to such liability, except in the case of willful fraud by such Participating Holder.

Indemnification by Participating Holders. As a condition to including any Registrable Securities in any registration statement or offeringstatement, the Company shall have received an undertaking reasonably satisfactory to them it from each Participating Holder so including any Registrable Securities to, severally and not jointly, to the fullest extent permitted by law, indemnify and hold harmless (i) the Company, each director and officer of the Company Indemnitees (including each officer of the Company that signed the registration statement), employees and agents and each other Person, if any, who controls the Company within the meaning of the Securities Act or Exchange Act and (ii) any underwriters of the Registrable Securities Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or any related free writing prospectus, supplement and such Participating Holder shall reimburse such indemnified party Indemnified Party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party Indemnifying Party under this Section 2.7(b2.6(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party Indemnifying Party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, also indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly or indirectly controls (within the meaning of the Securities Act or the Exchange Act), ) any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesand underwriters.

Indemnification by Participating Holders. As a condition to including any Each Participating Holder, for the sale of Registrable Securities included in any registration statement filed pursuant to Section 2.1, 2.2 or offering2.3, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities to, severally and not jointly, to the fullest extent permitted by law, will indemnify and hold harmless (iin the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) the Company Indemnitees and (ii) any underwriters Company, each director of the Registrable Securities Company, each officer of the Company who signs the registration statement and each person other Person, if any, who controls such underwriters (the Company within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectusapplication, but only to the extent if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or such application, which information contained any related free writing prospectusuntrue statement of any material fact or omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Participating Holder. The indemnity agreement contained in this Section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Participating Holder (which consent shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred not be unreasonably withheld). The indemnity provided by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party each Participating Holder under this Section 2.7(b2.6(b) shall be provided severally and not jointly with any other seller or prospective seller of securities and shall be limited in amount to the net amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in each Participating Holder from the offering giving rise sale of Registrable Securities pursuant to such liability. Each Participating Holder shall also, severally and not jointly, indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly or indirectly (within the meaning of the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesregistration statement.

Indemnification by Participating Holders. As a condition to including any Registrable Securities in any registration statement or offeringstatement, the Company shall have received an undertaking reasonably satisfactory to them it from each Participating Holder so including any Registrable Securities to, severally and not jointly, to the fullest extent permitted by law, indemnify and hold harmless (i) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company Indemnitees within the meaning of the Securities Act or Exchange Act and (ii) any underwriters of the Registrable Securities Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement, or any related free writing prospectus, therein and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, also indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly or indirectly controls (within the meaning of the Securities Act or the Exchange Act), ) any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesand underwriters.

Indemnification by Participating Holders. As a condition Subject to including any Registrable Securities the terms and conditions of this Article VI and as acknowledged in any registration statement or offeringthe Letter of Transmittal executed by each Participating Holder, from and after the Closing, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities to, severally Holders and not jointly, to the fullest extent permitted by law, indemnify their respective successors and hold harmless assigns (i) the Company Indemnitees and (ii) any underwriters of the Registrable Securities and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act)each, with respect to any statement or alleged statement in or omission or alleged omission from such registration statementclaim made pursuant to this Agreement, any preliminary prospectus or final prospectus contained thereina “Company Indemnifying Party”) will severally (based on their Pro Rata Share) indemnify, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, indemnify defend and hold harmless all other prospective sellers the Purchaser, its Affiliates and Participating Holders, each of their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholdersmanagers, employees, advisorssuccessors and permitted assigns (each, representativeswith respect to any claim made pursuant to this Agreement, a “Purchaser Indemnified Party”) from and agentsagainst any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and each Person who controlsexpenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Purchaser Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (within whether or not involving a Third Party Claim): (a) the meaning breach of any representation or warranty made by the Securities Act Company set forth in this Agreement or in any certificate delivered in connection herewith by the Company, any Participating Holder or the Exchange Act), Seller Representative; (b) the breach of any such seller pre-Closing covenant or Participating Holder to agreement on the same extent as provided above with respect to indemnification part of the Company Indemniteesset forth in this Agreement or in any certificate delivered in connection herewith by the Company, any Participating Holder or the Seller Representative; (c) any Action by Person(s) who were holders of equity securities of the Company, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (d) any Indebtedness of the Company which was not shown on the final Closing Statement pursuant to Section 1.13. Notwithstanding the foregoing, no Participating Holder shall have any Liability for any breach of a representation, warranty, covenant or agreement of any other Participating Holder in such other Participating Holders’ Letter of Transmittal or other Ancillary Documents.

Indemnification by Participating Holders. As a an integral term and condition of the Merger, after the Closing, subject to including any Registrable Securities in any registration statement or offeringthe terms and conditions of this Article VII, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities toHolder, severally and not jointlyjointly in accordance with such Participating Holder’s Pro Rata Share, to the fullest extent permitted by lawshall indemnify, indemnify reimburse, and hold harmless Buyer, Merger Sub, the Bank and the Surviving Entity and each of their respective officers, directors, employees, partners, members, agents and Affiliates (the “Buyer Indemnified Parties”) against any and all Losses incurred or suffered by any such Buyer Indemnified Parties directly or indirectly as a result of, with respect to or in connection with: (a) the failure of any representation or warranty of the Company or the Member Representative set forth herein (including in the Company Disclosure Schedule) or in any certificate, document or other instrument delivered by the Company pursuant to this Agreement to be true and correct in all respects on and as of the Closing (disregarding for purposes of this Section 7.2(a) solely for purposes of calculating Losses any “material”, “in all material respects”, “Company Material Adverse Effect” or similar qualification contained therein or with respect thereto); (b) any failure by any Participating Holder, the Company or the Member Representative to perform, fulfill or comply with any covenant or agreement set forth herein or in any certificate, document or other instrument delivered pursuant to this Agreement; (c) any claims by (i) any current or former holder or alleged current or former holder of any Company Securities or Security Rights with respect thereto, relating to or arising out of (A) the Transactions, this Agreement or any Related Agreement, including the calculation and allocation of the Merger Consideration, or (B) such Person’s status as an equity holder, member or owner of equity or ownership interests in the Company Indemnitees and (including any predecessors) at any time at or prior to the Closing, whether for breach of fiduciary duty or otherwise, (ii) any underwriters of Person to the Registrable Securities and each person who controls effect that such underwriters Person is entitled to any equity or ownership interest or equity security or any payment in connection with the Transactions other than as specifically set forth on the Allocation Statement or (within the meaning of the Securities Act or the Exchange Act), iii) any Person with respect to any statement Security Right, equity option scheme or alleged statement in plan, unit option scheme or omission or alleged omission from such registration statementplan, any preliminary prospectus or final prospectus contained thereinphantom equity plan, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal profit unit plan or any other fees scheme, plan, policy or expenses reasonably incurred Contract to which the Company is a party providing for compensation to such Person by them in connection with investigating or the Company. (d) defending any such Loss; providedThird Party Claim alleging the occurrence of facts or circumstances or raising claims that, howeverif true, that regardless of the liability outcome of such indemnifying party under defense, would entitle an Indemnified Party to indemnification pursuant to any of the other provisions of this Section 2.7(b7.2; (e) shall be limited (i) any Pre-Closing Taxes, (ii) any Taxes (A) of any member of any consolidated, combined or unitary or aggregate group of which the Company is or has been a member on or prior to the amount Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 (or any corresponding or similar provision of proceeds state, local or foreign Tax Law) or (net B) of expenses and underwriting discounts and commissions) received any other Person imposed on the Company as transferee or successor, by such indemnifying party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly contract or indirectly (within the meaning of the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above otherwise with respect to indemnification transactions, obligations or relationships existing on or prior to the Closing, and (iii) any Taxes or other fees that are the responsibility of the Members pursuant to Section 4.1; and (f) any Company IndemniteesExpenses that have not been paid prior to the Effective Time.

Indemnification by Participating Holders. As a condition (a) Subject to including ---------------------------------------- Section 5.5(b), each holder holding Registrable Stock included in any Registrable registration statement agrees, severally but not jointly, to indemnify and hold harmless the Issuer, its officers, directors and agents and each Person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to such holder, but only (i) with respect to information furnished in writing by such holder or on such holder's behalf expressly for use in any registration statement or offering, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities to, severally and not jointly, prospectus relating to the fullest extent permitted by law, indemnify and hold harmless (i) the Company Indemnitees and (ii) any underwriters of the Registrable Securities and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus or final prospectus contained thereinStock, or any amendment or supplement thereto, or any related free writing prospectus, but only preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense described in Section 5.4 results from the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to-the Person asserting any such statement loss, claim, damage, liability or alleged statement expense at or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder prior to the Company or Echo that specifically states written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that it is for use in was the preparation responsibility of such registration statement, preliminary holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, final as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that as the liability of such indemnifying party under this Section 2.7(bcase may be) shall be limited to would have cured the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering defect giving rise to such liabilityloss, claim, damage, liability or expense. Each Participating Holder shall alsoSubject to Section 5.5(b), severally and not jointly, each such holder also agrees to indemnify and hold harmless all other prospective sellers and Participating Holdersunderwriters of the Registrable Stock, their respective Affiliates, direct officers and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, directors and each Person person who controls, directly or indirectly (within controls such underwriters on substantially the meaning same basis as that of the Securities Act or indemnification of the Exchange Act)Issuer provided in this Section 5.5. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Issuer may require that it shall have received an undertaking reasonably satisfactory to it from any such seller or Participating Holder underwriter to indemnify and hold it harmless to the same extent as customarily provided above by underwriters with respect to indemnification similar securities. (b) No holder of Registrable Stock shall be liable under Section 5.5(a) for any damage thereunder in excess of the Company Indemniteesnet proceeds realized by such holder in the sale of the Registrable Stock of such holder.

Indemnification by Participating Holders. As (a) Subject to Section 5.6(b), each Holder holding Registerable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Issuer, its officers, directors and agents and each Person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to such Holder, but only (i) with respect to untrue statements or omissions, or alleged untrue statements or omissions in a condition to including registration statement (or any Registrable Securities amendment thereto) or any prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing by such Holder or on such Holder's behalf expressly for use in any registration statement or offering, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities to, severally and not jointly, prospectus relating to the fullest extent permitted by law, indemnify and hold harmless (i) the Company Indemnitees and (ii) any underwriters of the Registrable Securities and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus or final prospectus contained thereinRegisterable Securities, or any amendment or supplement thereto, or any related free writing prospectus, but only preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense results from the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the Person asserting any such statement loss, claim, damage, liability or alleged statement expense at or omission or alleged omission prior to the written confirmation of the sale of the Registerable Securities concerned to such Person if it is determined that it was made in reliance upon and in conformity with written information furnished by the responsibility of such Participating Holder to provide such Person with a current copy of the Company prospectus (or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary amended or supplemented prospectus, final as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that as the liability of such indemnifying party under this Section 2.7(bcase may be) shall be limited to would have cured the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering defect giving rise to such liabilityloss, claim, damage, liability or expense. Each Participating Subject to Section 5.6(b), each such Holder shall also, severally and not jointly, also agrees to indemnify and hold harmless all other prospective sellers and Participating Holdersunderwriters of the Registerable Securities, their respective Affiliates, direct officers and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, directors and each Person person who controls, directly or indirectly (within controls such underwriters on substantially the meaning same basis as that of the indemnification of the Issuer provided in this Section 5.6. As a condition to including Registerable Securities Act or in any registration statement filed in accordance with Article 5 hereof, the Exchange Act), Issuer may require that it shall have received an undertaking reasonably satisfactory to it from any such seller or Participating Holder underwriter to indemnify and hold it harmless to the same extent as customarily provided above by underwriters with respect to indemnification similar securities. (b) No Holder shall be liable under Section 5.6(a) for any damage thereunder in excess of the Company Indemniteesnet proceeds realized by such Holder in the sale of the Registerable Securities of such Holder.

Indemnification by Participating Holders. As a condition (a) From and after the Closing Date (but subject to Section 9.1(a) and the other limitations set forth in this Section 9, including any Registrable Securities in any registration statement or offeringSection 9.6), the Company Parent Indemnitees shall have received an undertaking reasonably satisfactory be entitled to them indemnification solely from each Participating Holder so including the Holdback Amount from and against any Registrable Securities to, severally Damages that are suffered or incurred by any of the Parent Indemnitees (regardless of whether or not such Damages relate to any third-party claim) and not jointly, to the fullest extent permitted by law, indemnify and hold harmless which arise from or as a result of: (i) any breach of any representation or warranty by the Company Indemnitees and set forth in Section 2 or in any closing certificate (other than any breach of any Company Special Representation, which is addressed in Section ‎0), (ii) any underwriters the matters set forth in Part 9.2 of the Registrable Securities and each person who controls such underwriters Disclosure Schedule or (within the meaning of the Securities Act or the Exchange Act), with respect iii) any Legal Proceedings relating to any statement or alleged statement in or omission or alleged omission from such registration statement, breach referred to above (including any preliminary prospectus or final prospectus contained therein, or Legal Proceeding commenced by any amendment or supplement thereto, or Parent Indemnitee for the purpose of enforcing any related free writing prospectus, but only of its rights under this Section 9.2) and to the extent such statement or alleged statement or omission or alleged omission was made prosecuted to resolution in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation favor of such registration statementParent Indemnitee (collectively, preliminary prospectus, final prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss“Section 9.2 Damages”); provided, however, that no Parent Indemnitee shall be entitled to any such indemnification in respect of Section 9.2 Damages unless and until the liability Damages sought by all Parent Indemnitees exceed one million three hundred fifty thousand U.S. Dollars ($1,350,000) in the aggregate (the “Basket”), whereupon indemnification may be sought by the Parent Indemnitees for the full extent of such indemnifying party under Damages (including the first $1,350,000); provided, further, that the Basket shall not be applicable in the case of fraud neither for (x) determining entitlement to any indemnification for such matters nor (y) aggregating such Damages with other Section 9.2 Damages to meet the Basket. (b) Notwithstanding the aforesaid, in the event of a breach by any Participating Holder of any of his, her or its respective representations and warranties in a Support Agreement or this Section 2.7(bAgreement (including ‎0) (the “Breaching Holder”), Parent, Purchaser or any Parent Indemnitee shall only be entitled to present a demand, bring a claim, or be entitled to any remedy against such Breaching Holder (or from the portion of the Set-off Amount attributable to such Breaching Holder, as the case may be), and none of the other Participating Holders will be liable for such a breach. (c) Absent fraud, set-off against the Holdback Amount by Parent shall be limited to a Parent Indemnitee’s sole and exclusive remedy for Section 9.2 Damages. Without limiting the amount foregoing and for the avoidance of proceeds (net doubt, the Holdback Amount shall be the sole source of expenses recovery for Section 9.2 Damages and underwriting discounts no Parent Indemnitee shall have any recourse directly against any Participating Holders and commissions) received by such indemnifying party in the offering giving rise to such liability. Each no Participating Holder shall alsobe otherwise liable in respect of Section 9.2 Damages, severally and not jointly, indemnify and hold harmless all other prospective sellers and than in the case of fraud by such Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly or indirectly (within the meaning of the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company IndemniteesHolder.

Indemnification by Participating Holders. As a condition to including any Registrable Securities in any registration statement or offeringstatement, the Company shall have received an undertaking reasonably satisfactory to them it from each Participating Holder so including any Registrable Securities to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, indemnify and hold harmless (i) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company Indemnitees within the meaning of the Securities Act or Exchange Act and (ii) any underwriters of the Registrable Securities Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect from and against any Losses to which such indemnified parties have become or may become subject under the Securities Act or otherwise, insofar as such Losses arise out of, relate to or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that which specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the aggregate liability of such indemnifying party under this Section 2.7(b2.6(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, also indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representativesrepresentatives (legal or otherwise), and agents, and each Person who controls, directly or indirectly controls (within the meaning of the Securities Act or the Exchange Act), ) any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesand underwriters.

Indemnification by Participating Holders. As Each of the participating Holders whose Registrable Securities are included or to be included in any registration statement, as a condition to including any Registrable Securities in any such registration statement or offeringstatement, the Company shall have received an undertaking reasonably satisfactory agrees to them from each Participating Holder so including any Registrable Securities to, severally and not jointly, to the fullest extent permitted by law, indemnify and hold harmless (iin the same manner and to the same extent as set forth in Section 5.1) the Company Indemnitees and (ii) any underwriters Company, each director of the Registrable Securities Company, each officer of the Company who signs the registration statement and each person other Person, if any, who controls the Company within the meaning of the Securities Act, and each other Person who participates as an underwriter in the offering or sale of such underwriters (securities and each other Person who controls any such underwriter within the meaning of the Securities Act or the Exchange Act), with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that by any participating Holder specifically states stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party under this Section 2.7(b) the Holders hereunder shall be limited to the amount proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such Holder bears to the total public offering price of all securities sold pursuant to the registration statement, but not to exceed the proceeds (net of expenses and the underwriting discounts and commissions) received by such indemnifying party Holder from such sale. Such indemnity shall remain in the offering giving rise to such liability. Each Participating Holder shall also, severally full force and not jointly, indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly effect regardless of any investigation made by or indirectly (within the meaning of the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification on behalf of the Company Indemniteesor any such director, officer, or any such underwriter or controlling person and shall survive the transfer of such securities by any participating Holder.

Indemnification by Participating Holders. As a condition to including any Registrable Securities in any registration statement or offeringstatement, the Company shall have received an undertaking reasonably satisfactory to them it from each Participating Holder so including any Registrable Securities to, severally and not jointly, to the fullest extent permitted by law, indemnify and hold harmless (i) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company Indemnitees within the meaning of the Securities Act or Exchange Act and (ii) any underwriters of the Registrable Securities Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that which specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or any related free writing prospectus, supplement and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party under this Section 2.7(b2.8(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, also indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly or indirectly controls (within the meaning of the Securities Act or the Exchange Act), ) any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesand underwriters.

Indemnification by Participating Holders. As a condition to including any Registrable Securities in In the event of any registration statement or offeringof any securities of Newpark under the Securities Act pursuant to this Agreement, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities toHolder, severally and not jointly, to the fullest extent permitted by lawwill, and each Participating Holder hereby does, indemnify and hold harmless Newpark, each director of Newpark, each officer of Newpark who shall sign the registration statement and its controlling Persons, if any, and all other prospective sellers and their respective directors, officers and controlling Persons against any and all losses, claims, damages or liabilities, joint or several, and expenses (iincluding any amounts paid in any settlement effected with the Participating Holder's written consent) the Company Indemnitees and (ii) any underwriters of the Registrable Securities and each person who controls to which such underwriters (within the meaning of Persons may become subject under the Securities Act Act, common law or otherwise, to the Exchange Act)extent that such losses, with claims, damages or liabilities (or actions or proceedings in respect to thereof) arise out of or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus preliminary, final or final summary prospectus contained therein, or any amendment or supplement theretosupplement, or any related free writing prospectus, but only to the extent if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to Newpark by or on behalf of such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus or amendment or supplement, or any related free writing prospectus, and such Participating Holder shall will reimburse Newpark and such other indemnified party persons for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Lossloss, claim, liability, action or proceeding; provided, however, that the liability of aggregate amount which any such indemnifying party under Participating Holder shall be required to pay pursuant to this Section 2.7(b) Paragraph 6.2 shall be limited to the dollar amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in Participating Holder upon the offering sale of the Shares (after deducting any underwriting commissions, discounts and transfer taxes applicable thereto) pursuant to the registration statement giving rise to such liabilityclaim. Each Participating Holder Such indemnity shall also, severally remain in full force and not jointly, indemnify and hold harmless all effect regardless of any investigation made by or on behalf of Newpark or any of the other prospective sellers and Participating Holders, or any of their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, officers or controlling Persons and agents, and each Person who controls, directly or indirectly (within shall survive the meaning transfer of such securities by the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesor such seller.

Indemnification by Participating Holders. As a condition Each Participating Holder agrees, severally but not jointly, to including any Registrable indemnify and hold harmless the Company, its officers, directors and agents and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Holder, but only (i) with respect to information furnished in writing by such Holder or on such Holder's behalf expressly for use in any registration statement or offering, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities to, severally and not jointly, prospectus relating to the fullest extent permitted by law, indemnify and hold harmless (i) the Company Indemnitees and (ii) any underwriters of the Registrable Securities and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus or final prospectus contained thereinSecurities, or any amendment or supplement thereto, or any related free writing prospectus, but only preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense described in Section 2.05 results from the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the person asserting any such statement loss, claim, damage, liability or alleged statement expense at or omission or alleged omission prior to the written confirmation of the sale of the Registrable Securities concerned to such person if it is determined that it was made in reliance upon and in conformity with written information furnished by the responsibility of such Participating Holder to provide such person with a current copy of the Company prospectus (or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary amended or supplemented prospectus, final as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that as the liability of such indemnifying party under this Section 2.7(bcase may be) shall be limited to would have cured the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering defect giving rise to such liabilityloss, claim, damage, liability or expense. Each Participating such Holder shall also, severally and not jointly, also agrees to indemnify and hold harmless all other prospective sellers and Participating Holdersunderwriters of the Registrable Securities, their respective Affiliates, direct officers and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, directors and each Person person who controls, directly or indirectly (within controls such underwriters on substantially the meaning same basis as that of the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesprovided in this Section 2.06. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 2 hereof, each of the Company and Participating Holders may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities.

Indemnification by Participating Holders. As a condition to including any Registrable Securities in any registration statement or offeringstatement, the Company shall have received an undertaking reasonably satisfactory to them it from each Participating Holder so including any Registrable Securities to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by lawlaw the Company, indemnify each director and hold harmless (i) the Company Indemnitees and (ii) any underwriters officer of the Registrable Securities Company, and each person who controls such underwriters any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)) the Company and its Affiliates, with respect and the Company and its Affiliates respective officers, directors, partners, employees, representatives and agents of each such Person, to any statement or alleged statement in or omission or alleged omission the same extent as the foregoing indemnity from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectusthe Company to each of the Indemnitees, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, any preliminary prospectus, final prospectusprospectus contained therein, any amendment or supplementsupplement thereto, or any related free writing prospectusprospectus or road show utilized in connection therewith, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the aggregate liability of such indemnifying party under this Section 2.7(b2.6(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, also indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholdersequity holders, employees, advisors, representativesrepresentatives (legal or otherwise), and agents, and each Person who controls, directly or indirectly controls (within the meaning of the Securities Act or the Exchange Act), ) any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesand underwriters.

Indemnification by Participating Holders. As a condition to including any Each Holder holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Holder, but only (i) with respect to information furnished in writing by such Holder or on such Holder's behalf expressly for use in any registration statement or offering, the Company shall have received an undertaking reasonably satisfactory to them from each Participating Holder so including any Registrable Securities to, severally and not jointly, prospectus relating to the fullest extent permitted by law, indemnify and hold harmless (i) the Company Indemnitees and (ii) any underwriters of the Registrable Securities and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus or final prospectus contained thereinSecurities, or any amendment or supplement thereto, or any related free writing prospectus, but only preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense described in Section 2.05 results from the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the Person asserting any such statement loss, claim, damage, liability or alleged statement expense at or omission or alleged omission prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was made in reliance upon and in conformity with written information furnished by the responsibility of such Participating Holder to provide such Person with a current copy of the Company prospectus (or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary amended or supplemented prospectus, final as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that as the liability of such indemnifying party under this Section 2.7(bcase may be) shall be limited to would have cured the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering defect giving rise to such liabilityloss, claim, damage, liability or expense. Each Participating such Holder shall also, severally and not jointly, also agrees to indemnify and hold harmless all other prospective sellers and Participating Holdersunderwriters of the Registrable Securities, their respective Affiliates, direct officers and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, directors and each Person who controls, directly or indirectly (within controls such underwriters on substantially the meaning same basis as that of the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteesprovided in this Section 2.06. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 2 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from anyunderwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities.

Indemnification by Participating Holders. Each Participating Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Holder, but only (i) with respect to information furnished in writing by such Holder or on such Holder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, including any free-writing prospectus, or any preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense described in Section 2.05 results from the fact that a current copy of the preliminary prospectus or prospectus (as amended or supplemented, including by any free-writing prospectus) was not sent or given to the person asserting any such loss, claim, damage, liability or expense at or prior to the time of sale of the Registrable Securities concerned to such person if it is determined that it was the responsibility of such Holder to provide such person with such current copy of the preliminary prospectus or prospectus (as amended or supplemented, including by any free-writing prospectus) and such current copy of the preliminary prospectus or prospectus (as amended or supplemented, including by any free-writing prospectus) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each such Holder, severally, also agrees to indemnify and hold harmless the underwriters of Registrable Securities sold by that Holder, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 2.06. As a condition to including any Registrable Securities in any registration statement or filed in accordance with Article 2 hereof relating to an underwritten offering, the Company each Participating Holder may require that it shall have received an undertaking reasonably satisfactory to them it from each Participating Holder so including any Registrable Securities to, severally and not jointly, underwriter to the fullest extent permitted by law, indemnify and hold it harmless (i) to the Company Indemnitees and (ii) any extent customarily provided by underwriters of the Registrable Securities and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act), with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any related free writing prospectus, but only to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Participating Holder to the Company or Echo that specifically states that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement, or any related free writing prospectus, and such Participating Holder shall reimburse such indemnified party for any reasonable legal or any other fees or expenses reasonably incurred by them in connection with investigating or defending any such Loss; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such indemnifying party in the offering giving rise to such liability. Each Participating Holder shall also, severally and not jointly, indemnify and hold harmless all other prospective sellers and Participating Holders, their respective Affiliates, direct and indirect officers, directors, successors, assigns, members, partners, shareholders, employees, advisors, representatives, and agents, and each Person who controls, directly or indirectly (within the meaning of the Securities Act or the Exchange Act), any such seller or Participating Holder to the same extent as provided above with respect to indemnification of the Company Indemniteessimilar securities.