Common use of Indemnification by Stockholders Clause in Contracts

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder shall furnish to the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, the Company, its officers, directors and agents and each person, if any, who controls the Company (within the meaning of the Securities Act) against any and all losses, claims, damages, and liabilities resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent that such untrue or alleged untrue statement or omission is contained in or omitted from, as the case may be, any information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in any such prospectus or preliminary prospectus; provided, however, that the liability of such Stockholder shall not exceed the net proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securities.

Indemnification by Stockholders. In connection with any registration statement in which If Registrable Securities held by a Stockholder are included in the securities as to which such registration is participatingbeing effected, each such the Stockholder shall furnish to the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, indemnify the Company, each of its officersofficers and directors, directors each underwriter and agents each person who controls any underwriter, and each person, if any, who controls the Company (or any such underwriter within the meaning of Section 15 of the Securities Act) , and each person affiliated with or retained by the Company and who may be subject to liability under any applicable securities laws, against any and all claims, losses, claims, damages, damages and liabilities resulting from (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to which they may become subject under the Securities Act or other federal or state law, arising out of or based on: (a) any untrue statement or alleged untrue statement of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, or any omission or alleged omission of to state therein a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (not misleading in the case of a prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained made in such registration statement, prospectus, offering circular or omitted fromother document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Stockholders and stated to be specifically for use therein; and (b) any legal and other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as the case may be, any information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in any such prospectus or preliminary prospectus; provided, however, that the liability of such Stockholder shall not exceed the net proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securitiesincurred.

Indemnification by Stockholders. In connection with any registration statement Each Stockholder, if Registrable Securities held by it are included in the securities as to which a Stockholder registration is participatingbeing effected, each such Stockholder shall furnish to the Company in writing such information agrees to, severally and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus not jointly, indemnify and agrees to indemnifyhold harmless, to the fullest extent permitted by law, the Company, its directors and officers, directors and agents and each personother Person who participates as an Underwriter in the offering or sale of such securities, if any, each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all lossesClaims, claims, damages, and liabilities resulting from insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission of to state therein a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder or omitted from, as the case may be, any information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly its representative for use in any such prospectus or preliminary prospectustherein; provided, however, that the liability of aggregate amount which any such Stockholder shall not exceed be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder from upon the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) pursuant to the same extent as provided above Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to the indemnification any such Claims. Such indemnity shall remain in full force and effect regardless of the Company; provided, however, that the indemnification any investigation made by or on behalf of such Stockholder indemnified party and shall be limited to survive the net proceeds received transfer of such securities by such Stockholder from the sale of its Registrable Securitiesor Underwriter.

Indemnification by Stockholders. In connection with Each Selling Stockholder will, in the event that any registration statement in which a Stockholder Registration is participating, each being effected under the 1933 Act pursuant to this Agreement of any Registrable Securities held by such Stockholder shall furnish to and the Company in writing has required all Selling Stockholders to provide such information an undertaking on the same terms, indemnify and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, hold harmless the Company, each of its directors and officers, directors and agents legal counsel, accountants and each Underwriter (if any), and each other Selling Stockholder and each other person, if any, who controls the Company (another Selling Stockholder or such underwriter within the meaning of the Securities 1933 Act) , against any and all lossesLosses, claims, damages, and liabilities resulting from insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated Misstatement contained in any registration statementRegistration Statement under which the sale of such Registrable Securities was Registered under the 1933 Act, prospectus any preliminary Prospectus, final Prospectus or preliminary prospectus summary Prospectus contained in the Registration Statement, or any amendment thereof or supplement thereto thereto, if the Misstatement was made in reliance upon and in conformity with information furnished in writing to the Company by such Selling Stockholder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other Selling Stockholder for any reasonable, customary and documented out-of-pocket legal or necessary other expenses incurred by any of them in connection with investigation or defending any such Loss. Each Selling Stockholder’s indemnification obligations hereunder shall be several and not joint and shall be proportional to make and limited to the statements therein amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Selling Stockholder in connection with the sale of Registrable Securities under a Registration Statement from which such Losses arise, except in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent that such untrue fraud or alleged untrue statement or omission is contained in or omitted from, as the case may be, any information or affidavit with respect to such Stockholder so furnished in writing willful misconduct by such Stockholder expressly for use in any such prospectus or preliminary prospectus; provided, however, that the liability of such Stockholder shall not exceed the net proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable SecuritiesSelling Stockholder.

Indemnification by Stockholders. In connection with any registration statement in which a Each Stockholder is participatingshall, each such Stockholder shall furnish to the Company in writing such information severally and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus not jointly, indemnify and agrees to indemnify, to the fullest extent permitted by law, hold harmless the Company, its respective directors, officers, directors and agents and employees, each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any and all losses, claims, damages), and liabilities resulting 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 out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus, or any omission form of prospectus, or alleged in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of a any prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (a) to the extent extent, but only to the extent, that such untrue statements or alleged untrue statement or omission is contained omissions are based upon information regarding such Stockholder furnished in or omitted fromwriting to the Company by such Stockholder expressly for use therein, as (b) to the case may beextent, any but only to the extent, that such information or affidavit with respect relates to such Stockholder so furnished in writing or such Stockholder’s proposed method of distribution of Registrable Securities and was provided by such Stockholder expressly for use in any a Registration Statement, such prospectus or preliminary prospectus; providedsuch form of prospectus or in any amendment or supplement thereto or (c) in the case of an occurrence of an event of the type specified in Section 5.6, howeverto the extent, but only to the extent, related to the use by such Stockholder of an outdated or defective prospectus after the Company has notified such Stockholder in writing that the prospectus is outdated or defective, but only if and to the extent the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of such any Stockholder shall not exceed hereunder be greater in amount than the dollar amount of the net proceeds received by such Stockholder from upon the sale of its the Registrable SecuritiesSecurities giving rise to such indemnification obligation. Each Stockholder also Such indemnity shall indemnify remain in full force and effect regardless of any underwriters investigation made by or on behalf of an Indemnified Party, shall survive the transfer of the Registrable SecuritiesSecurities by the Stockholders, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited in addition to any liability which the net proceeds received by such Stockholder from the sale of its Registrable Securitiesmay otherwise have.

Indemnification by Stockholders. In connection with any registration statement in which If Registrable Securities held by a Stockholder are included in the securities as to which such registration is participatingbeing effected, each such Stockholder shall furnish to the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, indemnify the Company, each of its officersofficers and directors, directors each underwriter and agents each person who controls any underwriter, and each person, if any, who controls the Company (or any such underwriter within the meaning of Section 15 of the Securities Act) , and each person affiliated with or retained by the Company and who may be subject to liability under any applicable securities laws, against any and all claims, losses, claims, damages, damages and liabilities resulting from (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to which they may become subject under the Securities Act or other federal or state law, arising out of or based on: (a) any untrue statement or alleged untrue statement of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, or any omission or alleged omission of to state therein a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (not misleading in the case of a prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained made in such registration statement, prospectus, offering circular or omitted from, as other document in reliance upon and in conformity with written information furnished to the case may be, any information or affidavit with respect to such Stockholder so furnished in writing Company by an instrument duly executed by such Stockholder expressly and stated to be specifically for use therein; and (b) any legal and other expenses reasonably incurred in connection with investigating or defending any such prospectus claim, loss, damage, liability or preliminary prospectus; providedaction, however, that the liability of such Stockholder shall not exceed the net proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securitiesincurred.

Indemnification by Stockholders. In connection with any registration statement in which a Each Stockholder is participatingshall, each such Stockholder shall furnish to the Company in writing such information severally and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus not jointly, indemnify and agrees to indemnify, to the fullest extent permitted by law, hold harmless the Company, its directors, officers, directors and agents and employees, and each person, if any, person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any and all losses, claims, damages), and liabilities resulting the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any omission form of prospectus or alleged in any amendment or supplement thereto, or arising out of or based upon any omission of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, misleading to the extent extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained in or omitted from, as the case may be, any information furnished in writing by such Stockholder to the Company specifically for inclusion in such Registration Statement or affidavit with respect Prospectus or to the extent that (i) such untrue statements or omissions are based upon information regarding such Stockholder furnished in writing to the Company by such Stockholder expressly for use therein, or to the extent that such information related to such Stockholder so furnished or such Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Stockholder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any such prospectus amendment or preliminary prospectus; providedsupplement thereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution” attached hereto), or (ii) in the case of an occurrence of an event of the type specified in Section 2.02(b) above, the use by such Stockholder of an outdated or defective Prospectus after the Company has notified such Stockholder in writing that the Prospectus is outdated or defective and prior to the receipt by such Stockholder of the Advice contemplated in Section 2.05 below. In no event shall the liability of such any selling Stockholder shall not exceed hereunder be greater in amount than the dollar amount of the net proceeds received by such Stockholder from upon the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls Securities giving rise to such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securitiesobligation.

Indemnification by Stockholders. In connection with any registration statement Each Stockholder, if Registrable Securities held by it are included in the securities as to which a Stockholder registration is participatingbeing effected, each such Stockholder shall furnish to the Company in writing such information agrees to, severally and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus not jointly, indemnify and agrees to indemnifyhold harmless, to the fullest extent permitted by law, the Company, its directors and officers, directors and agents and the Trust, its trustees, each personother Person who participates as an Underwriter in the offering or sale of such securities, if any, each Person who controls the Company Company, the Trust or any such Underwriter (within the meaning of the Securities Act) and any other Person selling securities (including Registrable Securities) in such Registration Statement against any and all lossesClaims, claims, damages, and liabilities resulting from insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission of to state therein a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was made in reliance upon and in conformity with written information furnished to the Company and the Trust by the Stockholder or omitted from, as the case may be, any information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly its representative for use in any such prospectus or preliminary prospectustherein; provided, however, that the liability of aggregate amount which any such Stockholder shall not exceed be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder from upon the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) pursuant to the same extent as provided above Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to the indemnification any such Claims. Such indemnity shall remain in full force and effect regardless of the Company; provided, however, that the indemnification any investigation made by or on behalf of such Stockholder indemnified party and shall be limited to survive the net proceeds received transfer of such securities by such Stockholder from the sale of its Registrable Securitiesor Underwriter.

Indemnification by Stockholders. In connection If Genmar Common Stock is registered pursuant to Section 2.6 hereof, each stockholder of the Company will severally, in accordance with any each such shareholder's pro rata ownership interest in the Genmar Common Stock which was registered pursuant to the registration statement(s) set forth in Section 2.6 above, indemnify and hold harmless Genmar, each officer of Genmar who signs a registration statement in which a Stockholder is participating, each such Stockholder shall furnish filed pursuant to the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, the Company, its officers, directors and agents Section 2.6 and each persondirector of Genmar, if any, who controls the Company (within the meaning of the Securities Act) against any and all losses, claims, damages, and damages or liabilities resulting from to which Genmar or such officer or director may become subject arising out of any untrue or alleged untrue statement of a any material fact contained in the registration statement, any final prospectus contained therein or any amendment or supplement thereof, or arising out of the omission or alleged omission of a to state therein the material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make therein not misleading; PROVIDED, HOWEVER, that the statements therein (in the case of a prospectus, in light stockholders of the circumstances under which they were made) not misleading, Company shall have such obligation to indemnify only in each case to the extent that such untrue or alleged untrue statement or omission is contained was made by Genmar in or omitted fromreliance upon, as and in strict conformity with, accurately described written information furnished by the case may bestockholders of the Company specifically for use in preparation of the registration statement. The stockholders of the Company shall have the right to review and approve, through their counsel, any information such registration statement, or affidavit part thereof, which describes the stockholders of the Company, the transactions contemplated by this Agreement or the Company and its operations within three (3) business days prior to its submission to the SEC. Notwithstanding the foregoing provisions of this Section 2.7, the stockholders of the Company shall have no liability or other indemnification obligation with respect to any financial projections or other such Stockholder so furnished forward looking information disclosed in writing the registration statement by Genmar, whether or not such Stockholder expressly for use in any such prospectus or preliminary prospectus; provided, however, that the liability of such Stockholder shall not exceed the net proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) information pertains to the same extent as Company or was provided above with respect to or prepared by the indemnification stockholders of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securities.

Indemnification by Stockholders. In connection with Each Stockholder, as a condition ------------------------------- to including Registrable Securities in any registration statement in which a Stockholder is participatingfiled pursuant to Section 1.1 or Section 1.2, each such Stockholder shall furnish to the Company in writing such information shall, and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnifyhereby does agree to, to the fullest full extent permitted by law, indemnify and hold harmless the Company, its officers, directors and agents officers and each personother Person, if any, who controls the Company (within the meaning of the Securities Act) , against any and all losses, claims, damagesdamages or liabilities, and joint or several, to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities resulting from (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of a any material fact contained in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission of to state therein a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent that if such untrue statement or alleged untrue statement or omission is contained or alleged omission was made in or omitted from, as reliance upon and in conformity with written information furnished to the case may be, any information or affidavit with respect to such Stockholder so furnished in writing Company by such Stockholder expressly specifically stating that it is for use in any the preparation of such prospectus or registration statement, preliminary prospectus; , final prospectus, summary prospectus amendment or supplement, provided, however, that the liability of obligation to provide indemnification pursuant to -------- this Section 1.8 (b) shall be several, and not joint and several among such parties obligated to provide indemnity pursuant to this Section 1.8(b), and the aggregate amount which may be recovered from any Stockholder shall not exceed the net proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect pursuant to the indemnification provided for in this Section 1.8(b) in connection with any registration and sale of the Company; provided, however, that the indemnification of such Stockholder Registrable Securities shall be limited to the net total proceeds received by such Stockholder Stock- holder from the sale of its such Registrable Securities. 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 participating or controlling Person and shall survive the transfer of such securities by such Stockholder and termination of this Agreement.

Indemnification by Stockholders. In connection with Each Stockholder shall, notwithstanding any registration statement in which a Stockholder is participatingtermination of this Agreement, each such Stockholder shall furnish to the Company in writing such information severally and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus not jointly, indemnify and agrees to indemnify, to the fullest extent permitted by law, hold harmless the Company, its directors, officers, directors and agents and employees, each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any and all losses, claims, damages), and liabilities resulting the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable Legal Requirements, from and against all Losses, as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any omission form of Prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act), or alleged in any amendment or supplement thereto, or arising out of or related to any omission of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of a any Prospectus, or any form of Prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act) or supplement thereto, in light of the circumstances under which they were made) not misleading, misleading to the extent extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged untrue statement omissions are based solely upon information regarding or omission is contained in or omitted from, as the case may beprovided by such Stockholder, any information of its related persons, or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly any underwriter, broker-dealer or selling agent for use in any such prospectus or preliminary prospectus; provided, however, that therein. In no event shall the liability of such any selling Stockholder shall not exceed hereunder be greater in amount than the dollar amount of the net proceeds received by such Stockholder from upon the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls Securities giving rise to such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securitiesobligation.

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder shall furnish Subject to the other terms and conditions of this Section 9, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of the Company in writing such information and affidavits its Affiliates (including the Island Entities) and their respective Representatives (collectively, the “4Front Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the 4Front Indemnitees based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of Island contained in this Agreement, any Ancillary Document or in any certificate or instrument delivered by or on behalf of Island pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Island Entities pursuant to this Agreement; (iii) any claim made by any Stockholder as the Company reasonably requests for use in connection relating to such Person’s rights with any such registration statement or prospectus and agrees to indemnify, respect to the fullest extent permitted by lawconsideration payable hereunder (including with respect to the allocation of such consideration as among the Stockholders); (iv) any amounts paid to the holders of Dissenting Shares, the Company, its officers, directors and agents and each person, if any, who controls the Company (within the meaning of the Securities Act) against including any and all losses, claims, damages, and liabilities resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact interest required to be stated paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares; (v) any registration statement, prospectus Indemnified Taxes; or (vi) any Transaction Expenses or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingIndebtedness, to the extent that such untrue not paid or alleged untrue statement satisfied by Island at or omission is contained in or omitted from, as the case may be, any information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in any such prospectus or preliminary prospectus; provided, however, that the liability of such Stockholder shall not exceed the net proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) prior to the same extent as provided above with respect Closing, or accounted for pursuant to the indemnification Section 3 of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securitiesthis Agreement.

Indemnification by Stockholders. In connection with any registration ------------------------------- statement in which a Stockholder is participating, each such Stockholder shall will furnish to the Company PHC in writing such information and affidavits with respect to the name and address of such Stockholder, the amount of PHC securities held by such Stockholder and the nature of such holdings, and such other information as the Company reasonably requests is required by PHC for use in connection with any such registration statement or prospectus and prospectus. Each such participating Stockholder severally agrees to indemnify, to the fullest extent permitted by law, the Companyindemnify and hold harmless PHC, its directors, officers, directors and agents agents, employees, representatives and each person, if any, person or entity who controls the Company PHC (within the meaning of the Securities Act) and any other Stockholder selling securities in such registration statement or any of its directors, officers, partners, agents or employees or any person who controls such Stockholder or underwriter, against any and all losses, claims, damages, damages or liabilities (joint or several) and liabilities resulting from expenses (including reasonable costs of investigation) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, any amendment or supplement thereto, any prospectus or preliminary prospectus or any omission or alleged omission of to state therein a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained in or omitted from, as the case may be, any information or affidavit with respect to such Stockholder holder so furnished in writing by such Stockholder expressly holder specifically for inclusion in or for use in the preparation of any such prospectus or preliminary prospectus; provided, however, that registration statement. In no event shall the liability of such Stockholder shall not exceed any selling holder of Registrable Common hereunder be greater in amount than the dollar amount of the net proceeds received by such Stockholder from holder upon the sale of its the Registrable SecuritiesCommon giving rise to such indemnification obligation. Each A Stockholder also shall indemnify not be liable to PHC in any underwriters such case in which such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and PHC failed to deliver a copy of the Registrable Securitiesfinal or amended prospectus at or prior to the confirmation of the sale of the securities to the person asserting any such loss, their officers and directors and each person who controls claim, damage or liability in any case where such underwriters (within the meaning of delivery is required by the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securities.

Indemnification by Stockholders. In connection with Upon the registration of any ABC Common Stock pursuant to the registration statement in which a Stockholder is participatingstatement, each such Stockholder shall furnish to the Company in writing such information will, severally, indemnify and affidavits with respect to such Stockholder hold harmless AmerisourceBergen, as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, the Company, well as its respective officers, directors and agents directors, employees and each other person, if any, who controls the Company (such person within the meaning of the Securities Act) , against any and all losses, claimsto which such person may become subject under the Securities Act, damagesthe Securities Exchange Act of 1934, and liabilities resulting from or otherwise, insofar as such losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the registration statement or any prospectus contained therein, or any amendment thereof or supplement thereto, or that arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of a prospectusnot misleading, in light of the circumstances under which they were made) not misleadingeach case, to the extent that such untrue statement or alleged untrue statement or omission is contained or alleged omission was made in or omitted from, as the case may be, any reliance on and in conformity with information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly regarding such Stockholder in writing specifically for use in such registration statement or prospectus or amendment or supplement and will reimburse each such person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such prospectus loss as such expenses are incurred. The indemnification provided for under the Merger Agreement will remain in full force and effect regardless of any investigation made by or preliminary prospectus; providedon behalf of the indemnified party or any officer, however, that the liability director or controlling person of such Stockholder shall not exceed indemnified party and will survive the net proceeds received by such Stockholder from the sale transfer of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securitiessecurities.

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder shall furnish Subject to the Company other terms and conditions of this Article IX, the Stockholders, severally and not jointly (in writing such information accordance with their Pro Rata Shares), shall indemnify and affidavits defend each of Parent and its Affiliates (including the Company) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the Fundamental Representations as of the date such Stockholder representation or warranty was made or as if such representation or warranty was made on and, subject to Section 6.15 (including the Company’s right to supplement the Disclosure Schedules), as of the Closing Date (except for Fundamental Representations that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company reasonably requests pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for use in connection with any such registration statement breach, violation or prospectus and agrees failure shall be pursuant to indemnify, to the fullest extent permitted Article VII); (c) any claim made by law, the Company, its officers, directors and agents and each person, if any, who controls the Company (within the meaning of the Securities Act) against any and all losses, claims, damages, and liabilities resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent that such untrue or alleged untrue statement or omission is contained in or omitted from, as the case may be, any information or affidavit with respect Stockholder relating to such Stockholder so furnished in writing by such Stockholder expressly for use in any such prospectus or preliminary prospectus; provided, however, that the liability of such Stockholder shall not exceed the net proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above Person’s rights with respect to the indemnification Merger Consideration, or the calculations and determinations set forth on the Final Merger Consideration Spreadsheet; (d) should Parent and/or Merger Sub waive Section 8.01(c), any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares; or (e) Indebtedness or subject to Parent’s Transaction Expense Reimbursement, the Transaction Expenses of the Company; provided, however, that Company outstanding as of the indemnification of such Stockholder shall be limited Closing to the net proceeds received extent not paid or satisfied by such Stockholder from the sale of its Registrable SecuritiesCompany at or prior to the Closing.

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder shall furnish to To the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, each Stockholder will, if securities held by such Stockholder are included in the securities as to which such registration, qualification or compliance is being effected pursuant to terms hereof, indemnify the Company, each of its directors and officers, directors and agents and each personunderwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act) , and each other person selling the Company’s securities covered by such registration statement, each of such person’s officers and directors and each person controlling such persons within the meaning of Section 15 of the Securities Act, against any and all claims, losses, claims, damages, expenses and liabilities resulting from (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission of omission) to state therein a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, or such Stockholder’s failure to provide a prospective transferee with a current copy of the registration statement or prospectus which registration statement or prospectus would have cured to the extent defect giving rise to such claim, loss, damage, liability or expense, or any violation by a holder of Registrable Securities of any rule or regulation promulgated under the Securities Act applicable to such Stockholder and relating to action or inaction required of such Stockholder in connection with any such registration, qualification or compliance, and will reimburse the Company, such other persons, such directors, officers, persons, underwriters or control persons for any legal or other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission) is contained made in such registration statement, prospectus, offering circular or omitted from, as other document in reliance upon and in conformity with written information furnished to the case may be, any information or affidavit with respect to such Stockholder so furnished in writing Company by such Stockholder expressly specifically for use in any such prospectus or preliminary prospectustherein; provided, however, that the liability of such Stockholder indemnity contained herein shall not exceed apply to amounts paid in settlement of any claim, loss, damage, liability or expense if settlement is effected without the Stockholder’s consent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, each Stockholder’s liability under this subsection (b) shall be limited to an amount equal to the net proceeds received by such Stockholder from the sale of its Registrable Securitiesthe shares sold by the Stockholder, unless such liability arises out of or is based on willful conduct by the Stockholder. Each Stockholder also shall indemnify In addition, insofar as the foregoing indemnity relates to any underwriters such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the final prospectus filed pursuant to applicable rules of the Registrable SecuritiesCommission or in any supplement or addendum thereto, their officers the indemnity agreement herein shall not inure to the benefit of the Company or any underwriter if a copy of the final prospectus filed pursuant to such rules, together with all supplements and directors and each addenda thereto, was not furnished to the person who controls or entity asserting the loss, liability, claim or damage at or prior to the time such underwriters (within furnishing by the meaning of Company or such underwriter is required by the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securities.

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder shall furnish to To the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, each Stockholder, severally and not jointly, will indemnify and hold harmless the Company, its officerssuccessors and assigns, directors its officers and agents directors, any underwriter (as defined in the 0000 Xxx) with respect to the Registrable Shares, and each person, if any, who controls the Company (or any such underwriter within the meaning of the Securities 1933 Act or the 1934 Act) , against any and all losses, claims, damages, and liabilities resulting from or actions (joint or several) to which they may become subject under the 1933 Act, the 1934 Act or other federal or state law, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arising out of or based upon the omission or alleged omission of to state therein a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (therein, in the case of a prospectuscontext in which made, in light of the circumstances under which they were made) not misleading, to the extent ; provided that such untrue statement or alleged untrue statement or omission is contained or alleged omission was made in or omitted from, as the case may be, any reliance upon and in conformity with written information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in any such prospectus or preliminary prospectus; provided, however, that the liability of such Stockholder shall not exceed the net proceeds received registration by such Stockholder, or (ii) the failure of a Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification Registrable Shares held by such Stockholders at or prior to the written confirmation of the Company; provided, however, that sale of the indemnification of such Stockholder shall be limited to the net proceeds received Registrable Shares held by such Stockholder from to send or arrange delivery of a copy of a prospectus (or the sale prospectus as amended or supplemented) timely provided to the Stockholders by the Company to the person asserting any such loss, claim, damage, liability or action who purchased the Registrable Shares that are the subject thereof. Such Stockholders will reimburse the Company and each such successor, assign, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action. Such indemnity shall remain in full force and effect regardless of its any investigation made by or on behalf of the Company or any such successor, assign, officer, director, underwriter or controlling person and shall survive the transfer of the Registrable SecuritiesShares by the Stockholder.

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is participatingRegistration Statement filed pursuant hereto, each such Stockholder shall will furnish to the Company in writing such information and affidavits with respect to such Stockholder Stockholder, including the name, address and the amount of Registrable Securities held by such Stockholder, as the Company reasonably requests for use requests, and as shall be required by law or by the SEC in connection with any registration, for use in such registration statement Registration Statement or prospectus the related Prospectus and agrees to indemnify, to the fullest extent permitted by law, indemnify and hold harmless the Company, its or any underwriter, as the case may be, and their respective directors, officers, directors agents, trustees, stockholders and agents and each person, if any, who controls the Company controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), against any and all losses, claims, damages, liabilities and liabilities resulting from expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of or a material fact required to be stated in any registration statementsuch Registration Statement, prospectus Prospectus or preliminary prospectus Prospectus or any amendment thereof or supplement thereto to any of the foregoing or necessary to make the statements therein (in the case of a prospectusProspectus or preliminary Prospectus, in the light of the circumstances under which they were madethen existing) not misleading, but only to the extent that any such untrue or alleged untrue statement or omission is contained made in or omitted from, as the case may be, any reliance on and in conformity with information or affidavit with respect to such Stockholder so furnished in writing to the Company by such Stockholder expressly or its counsel specifically for use in any such prospectus inclusion therein or preliminary prospectuspreparation thereby; provided, however, that the liability of such Stockholder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the gross proceeds from the sale of shares sold by such Stockholder under such registration statement bears to the total gross proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net gross proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters Securities covered by such Registration Statement, unless such liability arises out of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification or is based on willful misconduct of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable SecuritiesStockholder.

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is participatingSubject to Section 6.1 (General Survival) and the other provisions of this Article, each such Stockholder shall furnish to from and after the Closing Date, the Stockholders of the Company who are set forth on Schedule 6.2(a) (collectively, the “Indemnifying Stockholders”) shall, severally and not jointly, indemnify and hold harmless APC, Merger Sub, the Surviving Corporation and their Affiliates and Representatives (collectively, the “Indemnitees”), from and against and in writing respect of any and all Losses to such information Indemnitees resulting from, arising out of, relating to, or imposed upon or incurred by any Indemnitee by reason of: (i) any inaccuracy in or breach of any representation or warranty of the Company contained in this Agreement, the Company Disclosure Schedule or any other Transaction Document to which it is a party (without any obligation of an Indemnitee to give effect to any limitations or qualifications related to materiality or to Material Adverse Effect in determining such breach or inaccuracy, or Loss amounts from such breach or inaccuracy); (ii) any breach by the Company of any covenant or agreement contained in this Agreement or any other Transaction Document to which it is a party; (iii) any Losses attributable to (A) Taxes for which the Company and affidavits its Subsidiaries are liable for any Pre-Closing Tax Period (determined consistently with Section 4.11(c) (Tax Matters; Straddle Period)), including Taxes for which the Company or its Subsidiaries would have been liable with respect to such Stockholder as period, but for the fact that, in lieu of such Liability, Tax benefits of APC, Merger Sub, the Surviving Corporation or their Affiliates (including the Company reasonably requests and its Subsidiaries) with respect to periods or portions thereof following the Closing were reduced (or Tax incidents for use in connection with such periods or portions were increased); (B) Taxes of any such registration statement Person for which the Company or prospectus and agrees to indemnifyany of its Subsidiaries is liable by reason of a transaction, event or status occurring or existing on or prior to the fullest extent permitted Effective Time, including as a result of such other Person failing to discharge its primary Liability for Taxes; (C) Taxes resulting from the transactions contemplated by lawthis Agreement, including any Transfer Taxes; and (D) the loss, non-availability or reduction of any Tax asset reflected in Net Working Capital as reflected on the Company’s balance sheet included in the Audited Financial Statements, its officersother than as a result of the operation of Section 382 of the Code; (iv) (A) any amount required to be paid to holders of Dissenting Shares in excess of the consideration otherwise payable pursuant to this Agreement for such Dissenting Shares, directors including any interest required to be paid thereon; or (B) any Action commenced by a Stockholder relating to this Agreement and agents and each person, if any, who controls the Company transactions contemplated hereby; (v) any withholding Taxes arising from payments under this Agreement attributable to the Stockholders; (vi) any Liabilities relating to or arising out of any “excess parachute payments” within the meaning of Section 280G of the Securities ActCode; (vii) against any costs and all lossesexpenses of enforcement to recover Losses due to any Indemnitee under this Article; or (viii) any inaccuracy or omission in the Allocation Spreadsheet, claims, damages, and liabilities resulting from including any untrue or alleged untrue statement Merger Consideration that is delivered to a Person in excess of a material fact the Merger Consideration that such Person is entitled to receive pursuant to the terms of this Agreement or any omission or alleged omission amounts a Person was entitled to receive pursuant to the terms of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus this Agreement that was omitted from the Allocation Spreadsheet; or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent that such untrue or alleged untrue statement or omission is contained in or omitted from, as the case may be, any information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in any such prospectus or preliminary prospectus; provided, however, that the liability of such Stockholder shall not exceed the net proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable SecuritiesExcess Specified Assets/Liabilities.

Indemnification by Stockholders. In connection with any registration statement in which a Each Stockholder is participatingshall, each such Stockholder shall furnish to the Company in writing such information severally and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus not jointly, indemnify and agrees to indemnify, to the fullest extent permitted by law, hold harmless the Company, its directors, officers, directors and agents and employees, each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any and all losses, claims, damages), and liabilities resulting 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, to which any of them may become subject, that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any preliminary or final prospectus, or any form of prospectus, or in any amendment or supplement thereto or any issuer free writing prospectus (including any “road show, or arising out of or relating to any omission or alleged omission of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of a any prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (a) to the extent extent, but only to the extent, that such untrue statements or alleged untrue statement or omission is contained omissions are based upon information regarding such Stockholder furnished in or omitted fromwriting to the Company by such Stockholder expressly for use therein, as (b) to the case may beextent, any but only to the extent, that such information or affidavit with respect relates to such Stockholder so furnished in writing or such Stockholder’s proposed method of distribution of Registrable Securities and was provided by such Stockholder expressly for use in any a Registration Statement, such prospectus or preliminary prospectus; providedsuch form of prospectus or in any amendment or supplement thereto or (c) in the case of an occurrence of an event of the type specified in Section 5.6 or the Company exercises it rights set forth in Section 4, howeverto the extent, but only to the extent, related to the use by such Stockholder of an outdated or defective prospectus after the Company has notified such Stockholder in writing that the prospectus is outdated or defective, but only if and to the extent the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of such any Stockholder shall not exceed hereunder be greater in amount than the dollar amount of the net proceeds received by such Stockholder from upon the sale of its the Registrable SecuritiesSecurities giving rise to such indemnification obligation. Each Stockholder also Such indemnity shall indemnify remain in full force and effect regardless of any underwriters investigation made by or on behalf of an Indemnified Party, shall survive the transfer of the Registrable SecuritiesSecurities by the Stockholders, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited in addition to any liability which the net proceeds received by such Stockholder from the sale of its Registrable Securitiesmay otherwise have.

Indemnification by Stockholders. In connection with Subject to Section 10(c), Stockholders shall, jointly and severally, indemnify, defend and hold Parent, its Affiliates and their respective officers, directors, employees and agents harmless from and against the entirety of any registration statement in which a Stockholder is participatingAdverse Consequences Parent may suffer, each such Stockholder shall furnish to sustain or become subject to, through and after the Company in writing such information and affidavits date of the claim for indemnification, including any Adverse Consequences Parent may suffer after the end of the Survival Period with respect to claims made within such Stockholder as period ("Parent Indemnifiable Losses"), resulting from, arising out of, relating to, in the Company reasonably requests for use nature of, or caused by: (i) any breach or inaccuracy of any representation or warranty of Stockholders set forth in this Agreement or in the Stockholders Disclosure Schedule, Exhibits or certificates delivered by them in connection with herewith and specifically excluding all Liabilities arising from matters set forth in Stockholders Disclosure Schedule ; (ii) any such registration statement nonfulfillment or prospectus and agrees breach of any covenant or agreement on the part of Stockholders set forth in this Agreement; (iii) without limiting the generality of the foregoing, any claim by any Person asserting any ownership interest in or rights to indemnify, to the fullest extent permitted by law, acquire any capital stock of the Company, its officers, directors and agents and each person, if any, who controls the Company (within the meaning of the Securities Act) against any and all losses, claims, damages, and liabilities resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent that such ownership interest or rights are not set forth on Schedule 5(g) of the Stockholders Disclosure Schedule; (iv) any claims by third parties made against the Company or Parent after the Closing Date arising from or relating to any action, inaction, event, occurrence or circumstance occurring or existing prior to the Closing to the extent not provided for in the Most Recent Balance Sheet; and (v) costs and expense of defending any action, demand or claim by any third-party against or affecting Parent which, if true or successful, would give rise to a breach of representations, warranties or covenants of Stockholders, even if such action, demand or claim ultimately proves to be untrue or alleged untrue statement unfounded. A Shareholder's indemnification obligation may be satisfied by tendering cash or omission is contained in or omitted from, as shares of Parent Common Stock valued at the case may be, any information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in any such prospectus or preliminary prospectus; provided, however, that closing price of Parent Common Stock on the liability of such Stockholder shall not exceed the net proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securitiesdate tendered.

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder a. The Stockholders shall furnish to the Company in writing such information jointly and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to severally indemnify, defend and hold harmless Buyer, promptly upon demand at any time and from time to the fullest extent permitted by lawtime, the Company, its officers, directors and agents and each person, if any, who controls the Company (within the meaning of the Securities Act) against any and all losses, liabilities, claims, damagesactions, damages and liabilities resulting from expenses, including without limitation reasonable attorneys' fees and disbursements (collectively, "Losses"), arising out of or in connection with any untrue of the following: (a) any misrepresentation or alleged untrue statement breach of a material fact any warranty contained herein made by Health Watch and/or any Stockholder; (b) any breach or nonfulfillment of any omission covenant or alleged omission agreement contained herein made by Health Watch and/or any Stockholder; (c) the claims of a material fact required to be stated any broker or finder engaged by Health Watch and/or any Stockholder; and (d) without in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make manner limiting the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent that such untrue or alleged untrue statement or omission is contained in or omitted from, as the case may beforegoing, any information liabilities or affidavit obligations (other than the Excluded Liabilities as disclosed to Buyer on the Closing Date) of, or claims or causes of action against Health Watch which arise with respect to or relate to any period or periods on or prior to the Closing Date (excluding obligations and liabilities incurred in the ordinary course of business in a manner consistent with past practices, and otherwise consistent with the representations, warranties and terms of this Agreement) if such Stockholder so furnished liabilities, obligations, claims or causes of action were not disclosed to Buyer as required under this Agreement on the Schedules or Exhibits hereto. Nothing in writing this section requires indemnification for consequential, special or incidental damages, even if advised of the possibility of the same. b. Notwithstanding the foregoing, no indemnification shall be payable to Buyer if such claims arise solely from a failure by such Stockholder expressly Health Watch to pay sales taxes for use in any such prospectus or preliminary prospectus; provided, however, that periods prior to the Closing Date unless the liability arising out of such Stockholder claims shall exceed $100,000 (the "Basket") in the aggregate, whereupon the amount of such claims in excess of the Basket shall be recoverable in accordance with the terms hereof. The Basket shall not exceed the net proceeds received by such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify be applicable to any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securitiesother amounts recoverable under Section 7.1.

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is participatingEach stockholder of Company, severally but not jointly, shall indemnify and hold harmless Parent and its successors, assigns, stockholders, controlling persons and related persons and the representatives of each such Stockholder shall furnish to the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by lawof them (collectively, the Company"Indemnified Persons") from and against, its officersand shall reimburse the Indemnified Persons for, directors and agents and each person, if any, who controls the Company (within the meaning of the Securities Act) against any and all losses, claimsliabilities, damagesactions, deficiencies, expenses (including costs of investigation and liabilities defense and reasonable attorneys' and accountants' fees), or damages of any kind or nature whatsoever, whether or not involving a third-party claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from from, relating to, or in connection with any untrue breach of representation or alleged untrue statement warranty or failure to perform any covenant or agreement of a material fact Company contained, or referred to, in this Agreement, the Company Schedule or any omission other agreement or alleged omission of a material fact required certificate delivered pursuant to this Agreement. Any Excess Cash Shortfall shall be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary deemed Damages hereunder and subject to make the statements therein (in the case of a prospectus, in light of the circumstances indemnification under which they were made) this Section 8.1 and shall not misleading, be subject to the extent that such untrue or alleged untrue statement or omission is contained in or omitted fromlimitations of Section 8.2(b) below. Notwithstanding the foregoing, as the case may be, any information or affidavit with respect to such Stockholder so furnished any Damages resulting from the breach of the representations set forth in writing by such Stockholder expressly Section 2.19(i) as a result of any accounts receivable of Company which are not paid following the Effective Time in excess of the allowance for use doubtful accounts, no Indemnified Person shall have any liability hereunder unless and until Parent shall have given the Stockholders' Agents (as defined in the Escrow Agreement) or their designee(s) (i) a detailed notice of the nonpayment of any such prospectus account and a full and fair opportunity (at least 45 days) to collect such account on behalf of Parent or preliminary prospectus; provided, however, that Merger Sub and (ii) reasonable cooperation in connection with the liability collection of such Stockholder amounts. In determining the amount of any Damage attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Company shall not exceed the net proceeds received be disregarded. No claims for indemnification by such Stockholder Indemnified Persons under this Section 8.1 may be made after 12 months from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters Closing Date (except for claims due to a breach of the Registrable Securities, their officers representations and directors and each person who controls such underwriters warranties contained in Section 2.9 (within Tax Matters) which may be made until the meaning expiration of the Securities Act) to the same extent as provided above with respect to the indemnification applicable statute of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received by such Stockholder from the sale of its Registrable Securitieslimitations).

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is the Stockholders are participating, each such Stockholder shall the Stockholders will furnish to the Company Synagro in writing such information and affidavits with respect to such Stockholder as the Company Synagro reasonably requests for use in connection with any such related registration statement or prospectus and agrees to indemnify, to prospectus. To the fullest extent permitted by law, the CompanyStockholders agrees to indemnify and hold harmless Synagro, its officers, directors and agents officers who sign the registration statement relating to shares of Registrable Common offered by the Stockholders and each person, if any, who controls the Company (Synagro within the meaning of either Section 15 of the Securities Act) against any and all losses, claims, damages, and liabilities resulting from any untrue Act or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light Section 20 of the circumstances under which they were made) not misleading, Exchange Act to the same extent that such untrue or alleged untrue statement or omission is contained in or omitted from, as the case may beforegoing indemnity from Synagro to the Stockholders, any information or affidavit but only with respect to such Stockholder so information concerning the Stockholders furnished in writing by such Stockholder the Stockholders or on the Stockholders' behalf expressly for use in any such registration statement or prospectus relating to shares of Registrable Common offered by the Stockholders, or any amendment or supplement thereto, or any related preliminary prospectus; provided. In case any action or proceeding shall be brought against Synagro or its directors or officers, howeveror any such controlling person, that in respect of which indemnity may be sought against the liability of Stockholders, the Stockholders shall have the rights and duties given to Synagro, and Synagro or its directors or officers or such Stockholder controlling persons shall not exceed have the net proceeds received rights and duties given to the Stockholders, by such Stockholder from the sale of its Registrable Securitiespreceding paragraph. Each Stockholder The Stockholders also shall agree to indemnify and hold harmless any underwriters of the Registrable SecuritiesCommon, their partners, officers and directors and each person who controls such underwriters (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to on substantially the same extent basis as provided above with respect to that of the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited Synagro provided in this Section 11(c). Notwithstanding anything to the net contrary herein, in no event shall the amount paid or payable by the Stockholders under this Section 11(c) exceed the amount of proceeds received by such Stockholder the Stockholders from the sale offering of its the Registrable SecuritiesCommon.

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder shall furnish to To the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, each Stockholder shall severally (but not jointly and pro rata with the Companyother Stockholders) indemnify and hold harmless Exelixis, its officerssuccessors and assigns, directors its officers and agents directors, any underwriter of Exelixis (as defined in the 0000 Xxx) with respect to the Registerable Shares, and each person, if any, who controls the Company (Exelixis or any such underwriter within the meaning of the Securities 1933 Act or the 1934 Act) , against any and all losses, claims, damages, and liabilities resulting from or actions (joint or several) to which they may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Forms S-3 on the effective date thereof, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of or 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; provided that (1) the person asserting any such loss, claim, damage, liability or action did not receive a copy of an amended preliminary propspectus or the final prospectus at or prior to the written confirmation of the sale of the Registrable Shares to such person, and the untrue statement or alleged untrue statement was corrected in the amended preliminary prospectus or the final prospectus, and (2) 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 Stockholder expressly for use in such registration, or (ii) the failure of such Stockholder at or prior to the written confirmation of the sale of the Registerable Shares held by such Stockholder to send or arrange delivery of a copy of an amended final prospectus to the person asserting any such loss, claim, damage, liability or action who purchased the Registerable Shares which is the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (was corrected in the case of a amended final prospectus, . Each Stockholder will reimburse Exelixis and each such officer or director or controlling person for any legal or other expenses reasonably incurred by them in light of the circumstances under which they were made) not misleading, to the extent that such untrue connection with investigating or alleged untrue statement or omission is contained in or omitted from, as the case may be, any information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in defending any such prospectus loss, claim, damage, liability, or preliminary prospectus; providedaction, provided however, that the liability of each Stockholder hereunder shall be limited to the proportion of such loss, claim, damage, liability or expense which is equal to the proportion that the net proceeds from the sale of the securities sold by such Stockholder shall under the Form S-3 bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Stockholder from the sale of its Registrable SecuritiesShares covered by the Form S-3. Each Stockholder also Such indemnity shall indemnify remain in full force and effect regardless of any underwriters investigation made by or on behalf of Exelixis or any such officer, director, underwriter or controlling person and shall survive the transfer of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received Registerable Shares by such Stockholder from the sale of its Registrable SecuritiesStockholder.

Indemnification by Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder shall furnish to To the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, each Stockholder, severally and not jointly, will indemnify and hold harmless the Company, its officerssuccessors and assigns, directors its officers and agents directors, any underwriter (as defined in the 1933 Act) with respect to the Registrable Shares, and each person, if anyxxx, who xxo controls the Company (or any such underwriter within the meaning of the Securities 1933 Act or the 1934 Act) , against any and all losses, claims, damages, and liabilities resulting from or actions (joint or several) to which they may become subject under the 1933 Act, the 1934 Act or other federal or state law, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arising out of or based upon the omission or alleged omission of to state therein a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (therein, in the case of a prospectuscontext in which made, in light of the circumstances under which they were made) not misleading, to the extent ; provided that such untrue statement or alleged untrue statement or omission is contained or alleged omission was made in or omitted from, as the case may be, any reliance upon and in conformity with written information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in any such prospectus or preliminary prospectus; provided, however, that the liability of such Stockholder shall not exceed the net proceeds received registration by such Stockholder, or (ii) the failure of a Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Stockholder shall be limited to the net proceeds received Registrable Shares held by such Stockholder from at or prior to the written confirmation of the sale of its the Registrable SecuritiesShares held by such Stockholder to send or arrange delivery of a copy of a prospectus (or the prospectus as amended or supplemented) timely provided to the Stockholders by the Company to the person asserting any such loss, claim, damage, liability or action who purchased the Registrable Shares that are the subject thereof. Such Stockholder will reimburse the Company and each such successor, assign, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such successor, assign, officer, director, underwriter or controlling person and shall survive the transfer of the Registrable Shares by the Stockholder.