Common use of Indemnification by Shareholder Clause in Contracts

Indemnification by Shareholder. Shareholder shall, to the extent permitted by applicable Law, indemnify and hold harmless INC, its subsidiaries, each of their respective directors, trustees, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls INC within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “INC Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any INC Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities owned by Shareholder was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to INC by Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by Shareholder under this Section 4.2 exceed the net proceeds received by Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 4.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any INC Indemnified Person. For the avoidance of doubt, Shareholder is not an “INC Indemnified Party.”

Indemnification by Shareholder. From and after the Closing Date, Shareholder shallshall indemnify, to the extent permitted by applicable Law, indemnify defend and hold Purchaser harmless INCfrom and against and reimburse Purchaser for any and all Liabilities that may be incurred by Purchaser arising from or relating to: (a) any breach of any representation, its subsidiarieswarranty, each covenant, obligation or agreement of their respective directorsFireline or Shareholder contained herein, trusteesor in any document or instrument delivered pursuant hereto (excluding the Employment Agreement), officers, employees, representatives and agents, in their capacity as such and each Person(b) any failure to pay amounts due to Purchaser, if any, who controls INC within the meaning of the Securities Act or the Exchange Actpursuant to Section 7.16 hereof, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “INC Indemnified Parties”c) from and against any and all Covered Liabilities suffered, directly or indirectly, by any INC Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities owned a material fact as provided by Shareholder was registered under and/or Fireline that is contained in a filing with the Securities Act (and Exchange Commission to be made in connection with this Agreement and the transactions contemplated hereby or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to INC by Shareholder expressly for use thereinregistration statement registering the Purchaser Shares; provided, however, that Shareholder shall have no obligation to indemnify Purchaser unless (i) the indemnity agreement contained in this Section 4.2 aggregate amount of Liabilities (excluding Warranty Claims for Jobs) incurred by Purchaser exceeds $100,000.00, whereupon Shareholder shall not apply be required to amounts paid in settlement indemnify Purchaser for the amount of any such Covered Liabilities exceeding $100,000.00, subject to the limitations set forth below, (ii) with respect to a Warranty Claim for a Job, unless the aggregate amount of Liabilities incurred by Purchaser or Purchaser exceeds $100,000.00 for such Job, whereupon Shareholder shall be required to indemnify Purchaser for the excess of such Liability if over $100,000.00 per Warranty Claim for such settlement is effected without Job, subject to the consent of Shareholder (which consent shall not be unreasonably withheld)limitations set forth below, and (iiiii) to the extent that Fireline collects accounts receivable that had been written off as uncollectible prior to the Effective Date, such collected amounts shall be deemed to increase the bad debt reserve reflected in the Fireline Financial Statements for purposes of determining the amount of Liability existing as a result of a breach, if any, by Shareholder of his representations in this Agreement. Notwithstanding the foregoing, in no event shall Purchaser claim an aggregate amount of losses otherwise subject to indemnification against Shareholder which exceeds the total Purchase Price actually paid to Shareholder plus amounts that remain payable to Shareholder, in which case such amounts payable in indemnity to Shareholder may be offset by Shareholder under Purchaser with amounts owed to Purchaser pursuant to this Section 4.2 exceed the net proceeds received by Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 4.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any INC Indemnified Person. For the avoidance of doubt, Shareholder is not an “INC Indemnified Party10.02.”

Indemnification by Shareholder. Shareholder shall, to the extent permitted by applicable Law, indemnify and hold harmless INCSIR, its subsidiaries, each of their respective trustees, directors, trustees, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls INC SIR within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “INC SIR Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any INC SIR Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities owned by Shareholder was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to INC SIR by Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by Shareholder under this Section 4.2 exceed the net proceeds (less underwriting discounts, fees and selling commissions, if any, if an underwritten offering) received by Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 4.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any INC SIR Indemnified Person. For the avoidance of doubt, Shareholder is not an a “INC SIR Indemnified Party.”

Indemnification by Shareholder. In the event of any registration under the Securities Act of any offering of Shares, Shareholder shall, hereby agrees to the extent permitted by applicable Law, indemnify and hold harmless INC, its subsidiaries, each of their respective directors, trustees, officers, employees, representatives and agents, in their capacity as such ATI and each Person, if any, person who controls INC ATI within the meaning of the Securities Act and each other person (including each underwriter, and each other person, if any, who controls such underwriter, and each other selling shareholder, and each other person, if any, who controls such selling shareholder) who participates in the offering of such Shares, against any Losses, joint or several, to which ATI, other selling shareholder, or controlling person or participating person may become subject under the Exchange Securities Act or otherwise, insofar as such Losses (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained therein, on the effective date thereof, in any registration statement under which an offering of such Shares was registered under the Securities Act, and the heirsin any preliminary prospectus or final prospectus contained therein, executorsor in any amendment or supplement thereto, successors and assigns of any of the foregoing (collectively, the “INC Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any INC Indemnified Party by reason arise out of or arising are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse ATI, other selling shareholders, and each such controlling person or participating person for any legal or other expenses reasonably incurred by ATI, other selling shareholders, or such controlling person or participating person in connection with investigating or defending any such Loss or proceeding: provided, however, that Shareholder will be liable in any such case to the extent, and only to the extent, that any such Loss arises out of any or is based upon an untrue statement or alleged untrue statement or omission or alleged omission contained made in such registration statement, said preliminary or incorporated by reference in the Registration Statement under which the sale of Registrable Securities owned by Shareholder was registered under the Securities Act (final prospectus or any said amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to INC by Shareholder expressly specifically for use therein; providedin the preparation thereof. Notwithstanding the foregoing, however, that (i) the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement liability of any such Covered Liability if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by Shareholder under this Section 4.2 exceed 8 shall be limited to an amount equal to the net proceeds received price of the Shares sold by Shareholder in the registered offering connection with such registration unless such liability arises out of which such Covered Liability arises. The indemnity in this Section 4.2 shall remain in full force and effect regardless acts based on willful conduct of any investigation made by or on behalf of any INC Indemnified Person. For the avoidance of doubt, Shareholder is not an “INC Indemnified PartyShareholder.”

Indemnification by Shareholder. (a) Shareholder shall, to the extent permitted by applicable Law, shall indemnify and hold Purchaser and its shareholders, directors, officers and employees (collectively, the "Purchaser Indemnified Parties") harmless INCfrom and against, its subsidiaries, and agrees to defend promptly each of their respective directorsPurchaser Indemnified Parties from and reimburse each of Purchaser Indemnified Parties for, trusteesany and all losses, officersdamages, employeescosts, representatives expenses, liabilities, obligations and agentsclaims of any kind (including reasonable attorneys' fees and other legal costs and expenses) (singularly, a "Purchaser Loss" or, collectively, the "Purchaser Losses") that any of Purchaser Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in their capacity as such and each Person, if any, who controls INC within the meaning of the Securities Act connection with: (i) any breach or the Exchange Act, and the heirs, executors, successors and assigns inaccuracy of any of the foregoing (collectivelyrepresentations and warranties made by Shareholder or Webcat in or pursuant hereto, the “INC Indemnified Parties”) from and against or in any and all Covered Liabilities sufferedinstrument, directly certificate or indirectly, affidavit delivered by any INC Indemnified Party of the same at the Closing in accordance with the provisions hereof; (ii) any failure by reason Webcat or Shareholder to carry out, perform, satisfy and discharge any of their respective covenants, agreements, undertakings, liabilities or obligations hereunder or under any of the documents and materials executed and delivered by any of them pursuant hereto; and (iii) any suit, action or other proceeding arising out of, or in any way related to, any of the matters referred to in this Section 6.2(a). (b) Notwithstanding the above, Shareholder shall not have any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference liability under Section 6.2(a)(i) above (i) unless the aggregate of all Purchaser Losses for which Shareholder would be liable but for this sentence exceeds, on a cumulative basis, an amount equal to the Basket, and then only to the extent of such excess, (ii) for amounts in excess of the Cap, in the Registration Statement under which aggregate, and (iii) unless Purchaser has asserted a claim with respect to the sale of Registrable Securities owned by Shareholder was registered under the Securities Act (or any amendment theretomatters set forth in Sections 6.2(a)(i), or any Prospectus6.2(a)(iii) to the extent applicable to Section 6.2(a)(i), preliminary Prospectuswithin 12 months of the Closing Date, except with respect to the matters arising under Sections 2.18(a), 2.19, 2.20 or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto2.24, in reliance upon and in conformity with information furnished to INC by Shareholder expressly for use thereinwhich event Purchaser must have asserted a claim within the applicable statute of limitations; provided, however, that notwithstanding the foregoing clauses (i) the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event ), neither the Basket nor the Cap shall apply to or limit any liability relating to the total amounts payable in indemnity by Shareholder under this Section 4.2 exceed the net proceeds received by Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 4.2 shall remain in full force and effect Software Development Agreement, regardless of whether that contract, or any investigation made by litigation or on behalf of any INC Indemnified Person. For the avoidance of doubtthreat thereof, Shareholder is not an “INC Indemnified Partydisclosed in connection herewith.”

Indemnification by Shareholder. Except as otherwise expressly provided in this Article 9, Shareholder shall, to the extent permitted by applicable Lawshall defend, indemnify and hold harmless INC, its subsidiaries, SESI and each of their respective SESI's officers, directors, trustees, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls INC within the meaning of the Securities Act or the Exchange Act, and the heirs, executorsAffiliates, successors and assigns (SESI and such persons, collectively, "SESI's Indemnified Persons"), and shall reimburse SESI's Indemnified Persons, for, from and against each and every demand, claim, action, loss (which shall include any diminution in value), liability, judgment, damage, cost and expense (including, without limitation, interest, penalties, costs of any preparation and investigation, and the reasonable fees, disbursements and expenses of the foregoing attorneys, accountants and other professional advisors) (collectively, the “INC "Losses") imposed on or incurred by SESI's Indemnified Parties”) from and against any and all Covered Liabilities sufferedPersons, directly or indirectly, by any INC Indemnified Party by reason of relating to, resulting from or arising out of: (a) any inaccuracy in any representation or warranty of Shareholder in this Agreement or any certificate, document or other instrument delivered or to be delivered pursuant hereto in any respect whether or not SESI's Indemnified Persons relied thereon or had knowledge thereof or (b) any breach or nonperformance of any untrue statement covenant, agreement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement other obligation of Shareholder under which the sale of Registrable Securities owned by Shareholder was registered under the Securities Act (this Agreement or any amendment thereto)certificate, document or any Prospectus, preliminary Prospectus, other instrument delivered or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to INC by Shareholder expressly for use thereinbe delivered pursuant hereto; provided, however, that (i) the indemnity agreement contained that, except for a knowing and intentional breach of any representation or warranty of Shareholder in this Section 4.2 Agreement (as to which there shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheldno Minimum Amount), Shareholder shall have no liability under Section 9.1(a) unless and until the aggregate of all Losses resulting therefrom exceeds $25,000 (ii) the "Shareholder's Minimum Amount"), in no which event Shareholder shall the total amounts payable be liable for all Losses in indemnity by Shareholder under this Section 4.2 exceed the net proceeds received by Shareholder in the registered offering out excess of which such Covered Liability arises. The indemnity in this Section 4.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any INC Indemnified Person. For the avoidance of doubt, Shareholder is not an “INC Indemnified PartyShareholder's Minimum Amount.”

Indemnification by Shareholder. Shareholder shall, (a) Subject to the extent permitted by applicable Lawlimitations of Section 9.2(b), the Shareholder agrees to indemnify ACS, U-Ship, and hold harmless INC, its subsidiaries, each of their respective officers, directors, trustees, officers, employees, representatives affiliates and agentsagents (collectively, "U-Ship Indemnified Parties") and hold them harmless from, against and in their capacity respect of any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), whether or not actually incurred or paid prior to the date a Third Party Claim or Claim for indemnification is made (collectively, "Losses"), which the U-Ship Indemnified Parties may suffer, sustain or become subject to, as such and each Person, if any, who controls INC within the meaning a result of (i) any breach of the Securities Act representations and warranties of the Company or Shareholder contained in this Agreement, or (ii) any breach of, or failure to perform, any agreement of any Shareholder or the Exchange Act, and the heirs, executors, successors and assigns Company contained in this Agreement. Losses resulting from a breach of a representation or warranty of any of the foregoing Shareholder shall be payable only to U-Ship. In the event a claim is asserted by U-Ship against the Shareholder for indemnification hereunder, and such claim has not been satisfied, U-Ship may, at its election, retain and cancel such number of the Escrow Shares as shall be sufficient to satisfy such claim. (collectivelyb) Notwithstanding any provisions of this Agreement to the contrary, the “INC Indemnified Parties”) from maximum liability of the Shareholder for any alleged breach of the representations and against any warranties set forth in Sections 3.12 and all Covered Liabilities suffered3.30, directly or indirectly, by any INC Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference covenant hereunder in the Registration Statement aggregate, shall be $400,000 and no Claim or Third Party Claim for indemnity under which this Article 9 may be asserted by the sale U-Ship Indemnified Parties with respect to any alleged breach of Registrable Securities owned by Shareholder was registered under any of the Securities Act representations and warranties set forth in Sections 3.12 or 3.31 unless: (i) the aggregate of such Claims and Third Party Claims exceeds $10,000 and then only to the extent of such excess; and (ii) such Claim or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under Third Party Claim is asserted prior to 12:01 a.m. on the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to INC by Shareholder expressly for use thereinfirst anniversary of the Effective Time; provided, however, that (i) the any Claim or Third Party Claim asserted in good faith prior to said date, whether or not any Loss has then been incurred, shall not terminate on said date but each such Claim or Third Party Claim shall survive until it shall have been settled or it shall have been subject to a Final Determination. The limitation on indemnity agreement contained with respect to U-Ship Losses set forth above in this Section 4.2 9.2(b) shall not apply to amounts paid in settlement of have any such Covered Liability if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by Shareholder under this Section 4.2 exceed the net proceeds received by Shareholder applicability in the registered offering out event of which such Covered Liability arises. The indemnity in this Section 4.2 shall remain in full force and effect regardless of any investigation made by fraud or on behalf of any INC Indemnified Person. For the avoidance of doubt, Shareholder is not an “INC Indemnified Partyintentional misrepresentation.”

Indemnification by Shareholder. Shareholder shall, Subject to the extent permitted by applicable Lawterms and conditions of this Article 7, indemnify the Shareholder hereby agrees (without any right of contribution from the Company or any right of indemnification against the Company) to indemnify, defend and hold harmless INC, the Buyer and each of its subsidiaries, Subsidiaries (including without limitation the Company and Forefront) and each of their respective directors, trustees, officers, employees, representatives agents and agents, in their capacity as such and each Person, if any, who controls INC within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing Affiliates (collectively, the “INC Buyer Indemnified PartiesPersons”) from and against any loss, liability, damage, cost or expense (including costs and all Covered Liabilities reasonable attorneys’ fees and disbursements) (collectively, “Damages”) suffered, directly incurred or indirectly, paid by any INC Buyer Indemnified Party by reason of Person (a) which would not have been suffered, incurred or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities owned by Shareholder was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to INC by Shareholder expressly for use therein; provided, however, that paid if (i) all the indemnity agreement representations and warranties of the Shareholder and the Company contained in this Section 4.2 shall not apply Agreement or in any certificate delivered by the Shareholder or the Company pursuant to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheld)this Agreement had been true, complete and correct, and (ii) all the covenants and agreements of the Shareholder and the Company contained in this Agreement had been fully performed and fulfilled, (b) in connection with any claims brought by Armkel, LLC, Pfizer, Inc. or their respective Affiliates relating to or arising out of sales of products of the Company or Forefront before the Closing (other than claims relating to the lawsuits referred to in Section 6.3.3(i)) and (c) in connection with any Tax Losses (collectively, “Buyer Claims”). With respect to any Buyer Indemnified Person other than Buyer, the Shareholder acknowledges and agrees that the Buyer is contracting on its own behalf and for such Buyer Indemnified Person and the Buyer shall obtain and hold the rights and benefits provided for in this Section 7.2 in trust for and on behalf of such Buyer Indemnified Person. “Damages” shall be determined by taking into account the actual amount of damage, loss, deficiency, cost or expense incurred or suffered by reason of the event or condition giving rise to the obligation to indemnify. In no event shall any Damages subject to indemnification hereunder include consequential, special or punitive damages, except to the total amounts payable in indemnity by Shareholder extent such damages are part of any third-party claim. For purposes of indemnification under this Section 4.2 exceed 7.2, any breach of any representation or warranty by the net proceeds received by Shareholder contained in this Agreement (or in any certificate delivered pursuant to the registered offering terms of this Agreement) shall be deemed to constitute a breach of such representation or warranty notwithstanding any limitation or qualification as to materiality, including but not limited to, anything related to a Company Material Adverse Effect, set forth in such representation or warranty, it being the intention of the parties hereto that the limitations contained in Section 7.3 substitute for any such limitation or qualification as to materiality and that the Buyer Indemnified Persons shall be indemnified and held harmless from and against any and all Damages arising out of which such Covered Liability arises. The indemnity in this Section 4.2 shall remain in full force and effect regardless or based upon or with respect to the failure of any investigation made by such representation or on behalf of warranty to be true, correct and complete in any INC Indemnified Person. For respect subject to the avoidance of doubt, Shareholder is not an “INC Indemnified Partylimitations imposed in Section 7.3.”

Indemnification by Shareholder. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such Shareholder shall, to the extent permitted by applicable Lawseverally and not jointly, indemnify and hold harmless INCHoldco, its subsidiaries, each of their respective directors, trustees, officers, agents and employees, representatives and agents, in their capacity as such and each Person, if any, person who controls INC Holdco (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Shareholder’s failure to comply with the prospectus delivery requirements of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “INC Indemnified Parties”y) from and against any and all Covered Liabilities suffered, directly or indirectly, by any INC Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained or incorporated by reference in the any Registration Statement under which the sale of Registrable Securities owned by Shareholder was registered under the Securities Act (or Statement, any amendment thereto)Prospectus, or any Prospectus, preliminary Prospectusform of prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent that, (1) such untrue statements or omissions are based solely upon information regarding such Shareholder furnished in reliance upon and in conformity with information furnished writing to INC Holdco by such Shareholder expressly for use therein; provided, however, or to the extent that such information relates to such Shareholder or such Shareholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Shareholder expressly for use in the Registration Statement (i) it being understood that the indemnity agreement contained in Shareholder has approved Annex A hereto for this Section 4.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheldpurpose), and such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii2) in the case of an occurrence of an event of the type specified in Section 3(b)(ii)-(v), the use by such Shareholder of an outdated or defective Prospectus after Holdco has notified such Shareholder in writing that the Prospectus is outdated or defective and prior to the receipt by such Shareholder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the total amounts payable liability of any selling Shareholder hereunder be greater in indemnity by Shareholder under this Section 4.2 exceed amount than the dollar amount of the net proceeds received by such Shareholder in upon the registered offering out sale of the Registrable Securities giving rise to such indemnification obligation. In addition, no Shareholder shall have an indemnification obligation under this Section 5 from or against any Losses to the extent the untrue statement, omission, or allegation thereof upon which such Covered Liability arises. The indemnity Losses are based was made in this Section 4.2 shall remain in full force and effect regardless any Prospectus used after such time as such Shareholder advised Holdco that the filing of any investigation made by a post-effective amendment or on behalf of any INC Indemnified Person. For the avoidance of doubt, Shareholder is not an “INC Indemnified Partysupplement thereto was required.”

Indemnification by Shareholder. The Shareholder shallwill, to the extent permitted by applicable Lawlaw, indemnify and hold harmless INC, its subsidiariesRMII, each director of their respective directorsRMII, trusteeseach officer of RMII who signs a Registration Statement, officers, employees, representatives and agents, in their capacity as such and each Personother person, if any, who controls INC within the meaning of RMII, against any losses, claims, demands, damages or liabilities, joint or several, to which RMII or such director, officer or controlling person may become subject under the Securities Act or otherwise, insofar as the Exchange Actlosses, and the heirsclaims, executorsdemands, successors and assigns damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any of material fact contained or incorporated by reference in a Registration Statement, Prospectus or preliminary or summary prospectus contained therein, any amendment or supplement thereto, or any document (or part thereof) incorporated by reference therein, or (b) the foregoing (collectivelyomission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, the “INC Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any INC Indemnified Party by reason of or arising out of any which untrue statement or alleged untrue statement or omission or alleged omission contained has been made or incorporated by reference in the Registration Statement under which the sale of Registrable Securities owned by Shareholder was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, therein in reliance upon and in conformity with information furnished to INC RMII by or on behalf of the Shareholder. The Shareholder expressly will reimburse RMII and each director, officer and controlling person for use therein; provided, however, that (i) the indemnity agreement contained all legal or other expenses reasonably incurred by them in this Section 4.2 shall not apply to amounts paid in settlement of connection with investigating or defending any such Covered Liability if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheld)loss, and (ii) in no event shall the total amounts payable in claim, demand, damage, liability, action or proceeding. This indemnity by Shareholder under this Section 4.2 exceed the net proceeds received by Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 4.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any INC Indemnified Person. For RMII or such director, officer or controlling person and shall survive the avoidance transfer of doubt, Shareholder is not an “INC Indemnified PartyRegistrable Securities by the Shareholder.”

Indemnification by Shareholder. Shareholder shall, to Notwithstanding the extent permitted by applicable Law, indemnify and hold harmless INC, its subsidiaries, each of their respective directors, trustees, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls INC within Closing or the meaning delivery of the Securities Act or the Exchange Act, Shares and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “INC Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any INC Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities owned by Shareholder was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to INC by Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by Shareholder under this Section 4.2 exceed the net proceeds received by Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 4.2 shall remain in full force and effect regardless of any investigation at any time made by or on behalf of the Acquiror or of any INC Indemnified Personknowledge or information that the Acquiror may have, the Shareholder, agrees to indemnify and to fully defend, save and hold the Acquiror and Surviving Corporation and any Affiliate of Acquiror harmless if the Acquiror, Acquisition Sub or Surviving Corporation and any Affiliate of Acquiror shall at any time or from time to time suffer any Damages arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, any and all Shareholder Events of Breach. For As used herein, "Shareholder Event of Breach" shall be and mean any one or more of the avoidance following: (a) any untruth or inaccuracy in any representation of doubtthe Shareholder or the breach of any warranty of the Shareholder (including, without limitation, (i) any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Shareholder is or GMA (or any representative of GMA) to the Acquiror (or any representative of the Acquiror) and any material misrepresentation in, or material omission from any document furnished to the Acquiror in connection with the Closing; (ii) any and all liabilities or claims against GMA, the Acquiror (or any of its Affiliates) arising out of any action, suit, proceeding, dispute or investigation or order, writ, judgment, award, injunction or decree of the character described in Sections 3.18 or 3.22, in any such case to the extent not set forth in Sections 3.18 or 3.22 of the Disclosure Schedule or otherwise covered by insurance; (b) any failure of the Shareholder duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Shareholder to be performed or observed; (c) any act performed, transaction entered into or statement of facts suffered to exist by the Shareholder before the Closing, otherwise than in good faith and pursuant to the exercise of reasonable care; (d) any and all liabilities or claims against GMA, the Acquiror, Surviving Corporation or any Affiliate thereof arising out of any action, suit, proceeding, dispute, inquiry, investigation, order, writ, judgement, award, injunction or decree of the character described in Sections 3.18 or 3.22, with respect to services performed in connection with or on behalf of GMA prior to the Closing (notwithstanding the inclusion of any such matters in the Disclosure Schedule) including, without limitation, any such liabilities or claims resulting from (i) the failure by an “INC Indemnified Partyinsurance carrier to pay insured claims in a timely manner, (ii) judgements in excess of the amounts covered by insurance, or (iii) the absence of insurance coverage with respect to any such liabilities or claims.”