Common use of Indemnification by the Buyer Clause in Contracts

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless each Seller and each underwriter, if any, which facilitates the disposition of Registrable Securities for the account of the Sellers, and each of their respective officers and directors and each person who controls such Seller or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Buyer shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Buyer by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 12.2(e), the use by the Indemnified Person of an outdated or defective prospectus after the Buyer has provided to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.

Indemnification by the Buyer. The Buyer shall agrees to indemnify and hold harmless each Seller the Parent, its officers, directors, employees and agents, and each underwriterPerson, if any, which facilitates the disposition of Registrable Securities for the account of the Sellers, and each of their respective officers and directors and each person who controls such Seller or underwriter the Parent within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any and all losses, claims, damages damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or liabilities, joint or several, relating to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statement or an prospectus relating to the Registrable Securities (as amended or supplemented if the Buyer shall have furnished any amendments or supplements thereto) or any preliminary prospectus (including documents incorporated by reference therein), or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading, except insofar as such Damages are caused by or arise out of or are based upon an related to any such untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Buyer shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Buyer by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 12.2(e), the use by the Indemnified Person of an outdated or defective prospectus after the Buyer has provided to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission so made based upon information furnished in writing to the Buyer by the Parent or on the Parent’s behalf expressly for use therein, provided that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that the Buyer has provided such prospectus to the Parent and it was the responsibility of the Parent to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such lossDamages. The Buyer also agrees to indemnify any underwriters of the Registrable Securities, claim, damage their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or liabilitySection 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Parent provided in this Section 3.06.

Indemnification by the Buyer. The Subject to the limits set forth in section 10.5, the Buyer shall indemnify agrees to indemnify, defend and hold harmless each Seller and each underwriter, if any, which facilitates the disposition of Registrable Securities for the account of the Sellers, Sellers and each of their respective officers officers, directors, partners and directors and each person who controls such Seller or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred to as an “Indemnified Person”) affiliates, harmless from and against any losses, claims, damages and all Losses that the Sellers may incur or liabilities, joint or several, to which such Indemnified Person may become subject under to arising out of or due to (i) any inaccuracy of any representation or the breach of any warranty or covenant of the Buyer contained in this Agreement or (ii) Losses relating to the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement or any registration statement amendment or an supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading or any violation by the Buyer of any rule or regulation promulgated under the Securities Act, not misleading, Exchange Act or arise out of any states securities law applicable to the Buyer and relating to action or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact inaction required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; providedregistration, however, provided that the Buyer shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage Losses (or liability arises action or proceeding in respect thereof) arise out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission frommade in the Registration Statement or amendment or supplement thereto, such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Buyer through an instrument duly executed by such Indemnified Person expressly the Sellers specifically stating that it is for use therein or (ii) in the case of preparation thereof. The Buyer will reimburse the occurrence of an event of the type specified Sellers and their officers, directors, partners and affiliates for any legal fees or other expenses reasonably incurred by them in Section 12.2(e), the use by the Indemnified Person of an outdated connection with investigating or defective prospectus after the Buyer has provided to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to defending any such loss, claim, damage liability, action or liabilityproceeding.

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless each Seller and each underwriterMFI, if any, which facilitates the disposition of Registrable Securities for the account of the Sellers, its affiliates and each of their respective officers officers, directors, employees and directors agents against and each person who controls hold them harmless from any Loss suffered or incurred by any such Seller indemnified party (other than any relating to Taxes for which the exclusive indemnification provisions are set forth in paragraph (a) of this Section 11) to the extent arising from: (i) any breach of any representation or underwriter within the meaning of Section 15 warranty of the Securities Act Buyer or Section 20 Capricorn contained in this Agreement or in any Related Document delivered pursuant hereto or thereto or in connection herewith; (ii) any breach of any covenant of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact Buyer contained in this Agreement requiring performance after the Closing Date; or (iii) any registration statement Assumed Liabilities or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out any guarantees of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurredAssumed Liabilities; provided, however, that the indemnification baskets and cap from Section 11(b) shall apply to the Buyer's indemnification obligations under Section 11(c)(i) or (ii) and the Buyer shall not be liable to have any such Indemnified Person liability under clause (i) above for any breach of a representation or warranty of the Buyer contained in this Agreement or in any Related Document delivered pursuant hereto or thereto if the Sellers had actual knowledge of such case breach at the time of the Closing (it being agreed that the burden of proof of such actual knowledge shall be on the Buyer). (a) Losses Net of Insurance, etc. The amount of any loss, liability, claim, damage, expense or Tax for which indemnification is provided under this Section 11 (other than Section 11(b)(iii)) shall be net of any amounts recovered or recoverable by the indemnified party under insurance policies with respect to such loss, liability, claim, damage, expense or Tax and shall be (i) increased to take account of any net Tax cost incurred by the extent that indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Buyer by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 12.2(e), the use by the Indemnified Person of an outdated or defective prospectus after the Buyer has provided to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such lossliability, claim, damage damage, expense or Tax. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified loss, liability, claim, damage, expense or Tax. Any indemnity payment under this Agreement shall be treated as an adjustment to the Adjusted Purchase Price, for Tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to the indemnified party or any of its affiliates causes any such payment not to be treated as an adjustment to the Adjusted Purchase Price, for United States federal income Tax purposes.

Indemnification by the Buyer. The Upon the registration of the Registrable Shares pursuant to Paragraph 4.1 hereof, Buyer shall shall, and it hereby agrees to, indemnify and hold harmless each Seller Holders, the directors and officers and partners of such Holders and each underwriterother person, if any, which facilitates the disposition of Registrable Securities for the account of the Sellers, and each of their respective officers and directors and each person who controls such Seller or underwriter any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred to as an “Indemnified Person”) , from and against any and all losses, claims, damages or liabilities, joint or several, and expenses (including reasonable fees of counsel and any amounts paid in any settlement effected with the consent of Buyer) to which such Indemnified Person Holder, such director, officer or partner of such Holder or such controlling person may become subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities or expenses (including all such losses, claims, damages, liabilities and expenses arising out of any actions or actions in respect thereofproceedings, whether commenced or threatened) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement or any registration statement preliminary, final or an summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, statement therein not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Buyer shall not be liable to any such Indemnified Person person in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding, whether commenced or threatened, in respect thereof) or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission frommade in such Registration Statement, such registration statement or prospectus preliminary, final or summary prospectus, or amendment or supplement in reliance upon and in conformity with written information furnished to the Buyer by such Indemnified Person person expressly for use therein or (ii) in the Registration Statement or preliminary, final or summary prospectus, amendment or supplement; and provided further, however, that Buyer will not be liable in any case of the occurrence of an event of the type specified in Section 12.2(e), the use by the Indemnified Person of an outdated or defective prospectus after the Buyer has provided with respect to such Indemnified Person an updated prospectus correcting the any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or alleged omission giving rise prospectus, or in any amendment thereof or supplement thereto, to the extent that any such loss, claim, damage or liabilityliability (or action in respect thereof) resulted from the fact that any Holder sold Registrable Shares to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the prospectus as then amended or supplemented in any case where such delivery is required by the Securities Act, if Buyer had previously complied with the provisions of Paragraph 4.1.1(iv) hereof and if the untrue statement contained in or omission from such preliminary prospectus or prospectus was corrected in the prospectus as then amended or supplemented. Such indemnification and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder, such director, officer or partner of such Holder or such controlling person and shall survive the transfer of such Registrable Shares by such Holder.

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless each Seller and each underwriterSeller, if any, which facilitates the disposition of Registrable Securities for the account of the Sellers, and each of their respective officers and directors and each person who controls such Seller or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “"Exchange Act”") (each such person being sometimes hereinafter referred to as an “"Indemnified Person”") from and against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement the Registration Statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse such Indemnified Person Persons for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Buyer shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such registration statement the Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Buyer by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 12.2(e4.2(c), the use by the Indemnified Person of an outdated or defective prospectus after the Buyer has provided to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless each Seller of Xxxxxxxx and Xxxxxxx and each underwriter, if any, which facilitates the disposition of Registrable Securities for the account of the SellersBuyer Shares, and each of their respective officers and directors and each person Person who controls such Seller or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any losses, claims, damages or liabilitiesLosses, joint or several, to which such Indemnified Person he or it may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse each of Xxxxxxxx, Xxxxxxx and such Indemnified Person underwriter for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Buyer shall not be liable to any Xxxxxxxx, Xxxxxxx or such Indemnified Person underwriter in any such case to the extent that any such loss, claim, damage or liability Loss arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such registration statement Registration Statement or prospectus Prospectus in reliance upon and in conformity with written information furnished to the Buyer by such Indemnified Person him or it expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 12.2(e7.03(e), the use by the Indemnified Person Xxxxxxxx, Xxxxxxx or such underwriter of an outdated or defective prospectus Prospectus after the Buyer has provided to him notice of such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liabilityevent.

Indemnification by the Buyer. The In the event of any registration of any securities of the Buyer shall under the Securities Act, the Buyer will, and hereby does, indemnify and hold harmless in the case of any registration statement filed pursuant to Paragraph 3, the Seller, its directors and officers, each Seller other Person who participates as an underwriter in the offering or sale of such securities and each underwriterother Person, if any, which facilitates the disposition of Registrable Securities for the account of the Sellers, and each of their respective officers and directors and each person who controls such the Seller or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred to as an “Indemnified Person”) from and , against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person seller or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or an summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to will reimburse the Seller, and each such Indemnified Person director, officer, underwriter and controlling person for all reasonable any legal and or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or claim as and when such expenses are incurredproceeding; provided, however, provided that the Buyer shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, made in such registration statement statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or prospectus supplement in reliance upon and in conformity with written information furnished to the Buyer by such Indemnified Person expressly the Seller, specifically stating that it is for use therein or (ii) in the case preparation thereof and, provided further, that the Buyer shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the occurrence Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of an event such Person's failure to send or give a copy of the type specified in Section 12.2(e)final prospectus, as the use by same may be then supplemented or amended, to the Indemnified Person of asserting an outdated or defective prospectus after the Buyer has provided to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise at or prior to the written confirmation of the sale of Registrable Securities to such lossPerson if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Seller or any such director, claimofficer, damage underwriter or liabilitycontrolling person and shall survive the transfer of such securities by the Seller.

Indemnification by the Buyer. (i) The Buyer shall indemnify and hold harmless each Seller and each underwriterits Affiliates, if anyofficers, which facilitates the disposition of Registrable Securities for the account of the Sellersdirectors, employees, agents, successors and each of their respective officers and directors and each person who controls such Seller or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) assigns (each such person being sometimes hereinafter referred to as an “a "Seller Indemnified Person”Party") from shall be ------------------------ indemnified and against held harmless by the Buyer for any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise and all Losses arising out of or are based upon an untrue statement resulting from: (1) the breach of any representation or alleged untrue statement of a material fact warranty made by the Buyer contained in the Acquisition Documents; or (2) the breach of any registration statement covenant or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make agreement by the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact Buyer contained in the Acquisition Documents. To the extent that the Buyer's undertakings set forth in this Section 12(e) may be unenforceable, the Buyer shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by the Seller. (ii) A Seller Indemnified Party shall give the Buyer notice of any prospectus matter which a Seller Indemnified Party has determined has given or an omission or alleged omission could give rise to state therein a material fact required to be stated therein or necessary to make right of indemnification under this Agreement, within sixty (60) days of such determination, stating the statements therein, in the light amount of the circumstances under Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which they were made, not misleading; such right of indemnification is claimed or arises. The obligations and Liabilities of the Buyer hereby agrees under this Section 12 with respect to reimburse Losses arising from Third Party Claims shall be governed by and contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Buyer notice of such Third Party Claim within thirty (30) days of the receipt by the Seller Indemnified Person for all reasonable legal Party of such notice; provided, --------- however, that the failure to provide such notice shall not release the Buyer ------- from any of its obligations under this Section 12 except to the extent the Buyer is materially prejudiced by such failure and shall not relieve the Buyer from any other expenses incurred by them obligation or Liability that it may have to any Seller Indemnified Party otherwise than under this Section 12. If the Buyer acknowledges in connection with investigating or defending writing its obligation to indemnify the Seller Indemnified Party hereunder against any Losses that may result from such action or claim as Third Party Claim, then the Buyer shall be entitled to assume and when control the defense of such expenses are incurredThird Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Seller Indemnified Party within five (5) days of the receipt of such notice from the Seller Indemnified Party; provided, however, that if there --------- ------- exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Seller Indemnified Party, in its sole and absolute discretion, for the same counsel to represent both the Seller Indemnified Party and the Buyer, then the Seller Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Seller Indemnified Party determines counsel is required, at the expense of the Buyer. In the event the Buyer exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Seller Indemnified Party shall cooperate with the Buyer in such defense and make available to the Buyer, at the Buyer's expense, all witnesses, pertinent records, materials and information in the Seller Indemnified Party's possession or under the Seller Indemnified Party's control relating thereto as is reasonably required by the Buyer. Similarly, in the event the Seller Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Buyer shall not be liable to any cooperate with the Seller Indemnified Party in such Indemnified Person in any such case defense and make available to the extent that any Seller Indemnified Party, at the Buyer's expense, all such losswitnesses, claimrecords, damage materials and information in the Buyer's possession or liability arises out of or under the Buyer's control relating thereto as is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, reasonably required by the Seller Indemnified Party. No such registration statement or prospectus in reliance upon and in conformity with written information furnished to Third Party Claim may be sealed by the Buyer by such Indemnified Person expressly for use therein or (ii) in without the case prior written consent of the occurrence of an event of the type specified in Section 12.2(e), the use by the Seller Indemnified Person of an outdated or defective prospectus after the Buyer has provided to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liabilityParty.

Indemnification by the Buyer. The Buyer shall covenants and agrees to indemnify and hold harmless each Seller the Seller, its officers, directors, employees, agents, legal counsel, advisers, representatives, estate and each underwriterAffiliates (collectively, if any, which facilitates the disposition of Registrable Securities for the account of the Sellers, and each of their respective officers and directors and each person who controls such Seller or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred to as an “Indemnified Person”"Indemnitees") from and against, and pay or reimburse the Indemnitees for, any and all Losses resulting from or arising out of: (a) the Assumed Liabilities; (b) the operation of the Business by the Buyer or the Buyer's ownership, operation or use of the Purchased Property on or after the Closing Date; or (c) any contribution made by Seller to Derby American Inc. prior to the Closing Date. Within a reasonable time following the determination thereof, an Indemnitee shall give the Buyer written notice of any matter which such Indemnitee has determined has given rise to a right of indemnification under this Section 15.16 stating the amount of the Loss, if known, and method of computation thereof, all with reasonable particularity (subject to the second to last sentence of this Section 15.16). The obligations and liabilities of any party under this Section 15.16 with respect to Losses arising from claims, assertions, events or proceedings of any third party which are subject to the indemnification provided for in this Section 15.16 ("THIRD PARTY CLAIMS") shall be governed by and be subject to the following additional terms and conditions: if any Indemnitee shall receive written notice of any Third Party Claim, the Indemnitee shall promptly give the Buyer written notice of such Third Party Claim (subject to the second to last sentence of this subsection) and Buyer shall assume and defend such Third Party Claim with counsel of its own choice and at its expense, unless, in the reasonable opinion of counsel for the Indemnitee, there is a conflict or a potential conflict of interest between the Indemnitee and the Buyer in such matter, in which event the Indemnitee shall be entitled to direct the defense of such matter with one separate counsel (plus appropriate local counsel as needed) of its choice reasonably acceptable to the Buyer. The reasonable fees and expenses of any such separate counsel shall be borne by the Buyer. The Indemnitee shall cooperate with the Buyer in such defense and make available to the Buyer, at the Buyer's expense, all witnesses, pertinent records, materials and information in its possession or under its control reasonably relating thereto as is required by the Buyer. Similarly, in the event the Indemnitee is, directly or indirectly, conducting the defense against any lossesThird Party Claim, claimsthe Buyer shall cooperate with the Indemnitee in such defense and make available to it all witnesses, damages pertinent records, materials and information in its possession or liabilitiesunder its control reasonably relating thereto as is reasonably required by the Indemnitee. No such Third Party Claim, joint except the settlement thereof which involves (i) the payment of money only either by a party other than the Indemnitee or severalfor which the Indemnitee is totally indemnified (without limitation) by the Buyer, and (ii) the unconditional release from all related liability of the Indemnitee, may be settled by the Buyer without the written consent of the Indemnitee. No Third Party Claim may be settled by the Indemnitee without the written consent of Buyer. The foregoing notwithstanding, the failure of any Indemnitee to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in give any registration statement or an omission or alleged omission to state therein a material fact notice required to be stated therein or necessary given hereunder shall not affect such Indemnitee's right to make indemnification hereunder except to the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that extent the Buyer shall have been actually and materially prejudiced in its ability to defend the claim or action for which such indemnification is sought by reason of such failure. Payment by an Indemnitee to a third party with respect to a Loss shall not be liable affect such Indemnitee's rights to any such Indemnified Person in any such case indemnification pursuant to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Buyer by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in this Section 12.2(e), the use by the Indemnified Person of an outdated or defective prospectus after the Buyer has provided to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability15.16.

Indemnification by the Buyer. (a) The Buyer shall indemnify and hold harmless harmless, to the fullest extent permitted by Law, each Seller and each underwriter, if any, which facilitates the disposition of selling Holder whose Registrable Securities for are covered by a Registration Statement or Prospectus, the account officers, directors, partners (limited and general), members, managers, shareholders, accountants, attorneys, agents and employees of the Sellers, and each of their respective officers and directors and them, each person Person who controls such Seller or underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred to as an selling Holder and the officers, directors, partners (limited and general), members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling Person (collectively, “Indemnified PersonHolder Indemnitees”) ), from and against any lossesand all Losses, claimsas incurred, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement applicable Registration Statement (or an in any preliminary or final prospectus contained therein, any document incorporated by reference therein or issuer free writing prospectus related thereto) or any other offering circular, amendment of or supplement to any of the foregoing or other document incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission omission) to state therein (in the case of a final or preliminary Prospectus or issuer free writing prospectus, in light of the circumstances under which they were made) a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Buyer shall will not be liable to any such Indemnified Person a Seller Indemnitee or underwriter in any such case to the extent that any such loss, claim, damage or liability Loss arises out of or is based upon (i) an on any untrue statement or omission by such selling Holder or underwriter (other than the Buyer or its applicable Affiliate acting in such role), but only to the extent that such untrue statement (or alleged untrue statement made in, statement) or an omission (or alleged omission fromomission) is made in such Registration Statement (or in any preliminary or final Prospectus contained therein, such registration statement any document incorporated by reference therein or issuer free writing prospectus related thereto), offering circular, amendment or supplement to any of the foregoing or other document in reliance upon and in conformity with written information furnished to the Buyer by such Indemnified Person expressly Seller Indemnitee specifically for use therein inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or (ii) on behalf of any Holder Indemnitee or any other Holder and shall survive the transfer of such securities. The foregoing indemnity agreement is in the case of the occurrence of an event of the type specified in Section 12.2(e), the use by the Indemnified Person of an outdated or defective prospectus after addition to any liability that the Buyer has provided may otherwise have to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liabilityeach Holder Indemnitee.

Indemnification by the Buyer. The Buyer shall shall, notwithstanding any termination of the rights under this Section 6.5, indemnify and hold harmless each Seller Holder of Registrable Securities, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Buyer Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each underwriterof them, if any, which facilitates the disposition each Person who controls any such Holder of Registrable Securities for the account of the Sellers, and each of their respective officers and directors and each person who controls such Seller or underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such person being sometimes hereinafter referred controlling Person, to as an “Indemnified Person”) the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or damages, liabilities, joint or severalcosts (including, to which such Indemnified Person may become subject under the Securities Act or otherwisewithout limitation, insofar reasonable attorneys’ fees) and expenses (collectively, “Losses”), as such lossesincurred, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an relating to (A) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, any registration statement Prospectus or an any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, not misleading, therein (in the case of any Prospectus or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinsupplement thereto, in the light of the circumstances under which they were made, ) not misleading; and misleading or (B) any violation or alleged violation by the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with investigating or defending any such action or claim as and when such expenses are incurred; providedthe performance of its obligations under this Section 6.5, howeverexcept to the extent, but only to the extent, that the Buyer shall not be liable to any such Indemnified Person untrue statements or omissions are based solely upon information regarding such Holder of Registrable Securities furnished in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such registration statement or prospectus in reliance upon and in conformity with written information furnished writing to the Buyer by such Indemnified Person Holder of Registrable Securities expressly for use therein therein, or (ii) to the extent that such information relates to such Holder of Registrable Securities or such Holder of Registrable Securities’ proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder of Registrable Securities expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto. The Buyer shall notify the case Holders of Registrable Securities promptly of the occurrence institution, threat or assertion of an event any Action or investigation arising from or in connection with the transactions contemplated by this Section 6.5 of which the Buyer is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the type specified in Section 12.2(e), the use by the Indemnified Person Holders of an outdated or defective prospectus after the Buyer has provided to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liabilityRegistrable Securities.

Indemnification by the Buyer. The Buyer shall shall, notwithstanding any termination of the Agreement, indemnify and hold harmless each Seller Holder, the officers, directors, agents, investment advisors, partners, members and each underwriter, if any, which facilitates the disposition employees of Registrable Securities for the account of the Sellers, and each of their respective officers and directors and them, each person Person who controls any such Seller or underwriter Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (and the officers, directors, agents and employees of each such person being sometimes hereinafter referred controlling Person, to as an “Indemnified Person”) the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or damages, liabilities, joint or severalcosts (including, to which such Indemnified Person may become subject under the Securities Act or otherwisewithout limitation, insofar reasonable costs of preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as such lossesincurred, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement, any Prospectus or an any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, not misleading, therein (in the case of any Prospectus or arise out form of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinsupplement thereto, in the light of the circumstances under which they were made, ) not misleading; and , except to the Buyer hereby agrees extent, but only to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, howeverthe extent, that the Buyer shall not be liable to any (1) such Indemnified Person untrue statements or omissions are based solely upon information regarding such Holder furnished in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such registration statement or prospectus in reliance upon and in conformity with written information furnished writing to the Buyer by such Indemnified Person Holder expressly for use therein therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii2) in the case of the an occurrence of an event of the type specified in Section 12.2(e3(c)(ii)-(v), the use by the Indemnified Person such Holder of an outdated or defective prospectus Prospectus after the Buyer has provided notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Indemnified Person Holder of an updated prospectus correcting Advice or an amended or supplemented Prospectus, but only if and to the untrue statement extent that following the receipt of the Advice or alleged untrue statement the amended or omission supplemented Prospectus the misstatement or alleged omission giving rise to such lossLoss would have been corrected. The Buyer shall notify the Holders promptly of the institution, claim, damage threat or liabilityassertion of any Proceeding of which the Buyer is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Buyer. The (a) From and after the Closing Date the Buyer and the Corporation shall indemnify and hold harmless each Seller and each underwriterthe Seller, if any, which facilitates the disposition of Registrable Securities for the account of the Sellers, and each of their respective officers and directors and each person who controls such Seller or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are and all Losses based upon an untrue statement or alleged untrue statement of a material fact contained in resulting from any registration statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Buyer shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon following: (i) an untrue statement any breach by the Buyer of any of the representations or alleged untrue statement warranties made in, by the Buyer in this Agreement; or (ii) any failure by the Buyer to perform any of its covenants or an omission agreements contained in this Agreement; or (iii) any Losses suffered or alleged omission from, such registration statement incurred by any Seller as a result of Buyer's or prospectus in reliance upon and in conformity with written information furnished the Corporation's post-closing operation except for Losses (i) that are attributable to the Buyer by such Indemnified Person expressly for use therein operations of the Corporation prior to the Closing, or (ii) in the case that result from or are caused by, any breach of the occurrence of an event of the type specified in any covenant or agreement, or any misrepresentation made herein, by any such Seller. (b) Notwithstanding Section 12.2(e10.3(a), the use Seller's rights to indemnification under this Section 10 shall be limited as follows: (i) the amount of any Losses incurred by the Indemnified Person Seller shall be reduced by the net amount the Seller recovers (after deducting all attorneys' fees, expenses and other costs of an outdated recovery) from any insurer or defective prospectus other third party liable for such Losses, and the Seller shall use reasonable best efforts to effect any such recovery; (ii) if the amount of any limitation pursuant to this Section 10.3(b) is determined after payment by the Buyer has provided to the Seller of any amount otherwise required to be paid pursuant to this Section 10, the Seller shall repay to the Buyer, promptly after such Indemnified Person an updated prospectus correcting determination, any amount that the untrue statement Buyer would not have had to pay pursuant to this Section 10 had such determination been made at the time of such payment; (iii) in no event shall the Buyer be liable for consequential or alleged untrue statement or omission or alleged omission giving punitive damages. After the Closing, the Seller shall take all reasonable steps to mitigate any Losses, upon becoming aware of any event which could reasonably be expected to give rise to such loss, claim, damage or liabilitythereto.

Indemnification by the Buyer. The Buyer shall indemnify hereby agrees to indemnify, defend and hold harmless each Seller Seller, and each underwriterPerson, if any, which facilitates the disposition of Registrable Securities for the account of the Sellers, and each of their respective officers and directors and each person who controls such each Seller or underwriter within the meaning of Section 15 of the Securities Act or of 1933 and in Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred , and their respective successors and assigns harmless from, against and with respect to as an “Indemnified Person”) from and against any all claims, liabilities, losses, claimsdamages and expenses (including, damages or liabilitieswithout limitation, joint or severalreasonable attorneys' fees and disbursements) incurred by such Seller, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an untrue statement (i) any misrepresentation or alleged untrue statement breach of a material fact any warranty made by the Buyer contained in this Agreement or in any registration statement certificate, instrument of transfer or an other document or agreement executed by the Buyer in connection with this Agreement; (ii) any failure by the Buyer to perform or observe, in full, any covenant, agreement or condition to be performed or observed by the Buyer under this Agreement or under any certificates or other documents or agreements executed by the Buyer in connection with this Agreement (subject, as to covenants and agreements of Buyer to be performed prior to the Closing, to the provisions of Section 10.02 limiting Sellers' remedy to liquidated damages of the Initial Deposit and the Closing Deposit, together with all interest thereon); (iii) the ownership, condition or operations of the Mall, or any part thereof, on or after the Closing, (iv) such Seller's having been a partner of the Owner Partnership to the extent such claims, liabilities, losses, damages and expenses relate to events occurring on or after the Closing; or (v) any omission or alleged omission to state therein in the Proxy Statement or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein, therein not misleading, to the extent such losses, claims, damages, liabilities or expenses arise out of or are based upon an any untrue statement or omission or alleged untrue statement of a material fact contained or omission which has been made in or omitted from the Proxy Statement or any prospectus amendment or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Buyer shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such registration statement or prospectus supplement thereto in reliance upon and in conformity with written information furnished by Buyer in writing to the Buyer by such Indemnified Person either Seller expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 12.2(e), the use by the Indemnified Person of an outdated or defective prospectus after the Buyer has provided to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liabilityinclusion therein.

Indemnification by the Buyer. The Buyer shall shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each the Seller and each underwriterits officers, if anydirectors, which facilitates the disposition of Registrable Securities for the account of the Sellersmembers, partners, and agents, each of their respective officers and directors and each person Person who controls such the Seller or underwriter (within the meaning of Section 15 of the Securities Act or Section 20 Act) and the officers, directors, members, stockholders, partners, agents and employees of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred controlling Person, to as an “Indemnified Person”) the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or damages, liabilities, joint or severalcosts (including, to which such Indemnified Person may become subject under the Securities Act or otherwisewithout limitation, insofar reasonable attorneys’ fees) and expenses (collectively, “Losses”), as such lossesincurred, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an relating to (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any registration statement prospectus or an any form of prospectus or in any amendment or supplement thereto, or arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out therein (in the case of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinsupplement thereto, in the light of the circumstances under which they were made, ) not misleading; and misleading or (2) any violation or alleged violation by the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them of the Securities Act, the Exchange Act, or any state securities law, or any rule or regulation thereunder, in connection with investigating or defending any such action or claim as and when such expenses are incurred; providedthe performance of its obligations under the Agreement, howeverexcept to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding the Seller furnished in writing to the Buyer shall not be liable to any such Indemnified Person in any such case by the Seller expressly for use therein, or to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such registration statement or prospectus in reliance upon and in conformity with written information furnished relates to the Buyer Seller or the Seller’s proposed method of distribution of securities and was reviewed and expressly approved in writing by such Indemnified Person the Seller expressly for use therein in the Registration Statement, such prospectus or in any amendment or supplement thereto or (ii) in the case of the occurrence of an event of the type specified in Section 12.2(e), the use by the Indemnified Person Seller of an outdated outdated, defective or defective otherwise unavailable prospectus after the Buyer has provided to such Indemnified Person an updated notified the Seller in writing that the prospectus correcting is outdated, defective or otherwise unavailable for use by the untrue statement Seller. The Buyer shall notify the Seller promptly of the institution, threat or alleged untrue statement assertion of any proceeding arising from or omission or alleged omission giving rise to such loss, claim, damage or liabilityin connection with the transactions contemplated by this Agreement.

Indemnification by the Buyer. The Subject to the limits set forth in this Article X, the Buyer shall indemnify agrees to indemnify, defend and hold the Sellers harmless each Seller and each underwriter, if any, which facilitates the disposition of Registrable Securities for the account of the Sellers, and each of their respective officers and directors and each person who controls such Seller or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) (each such person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any losses, claims, damages and all Losses that the Sellers or liabilities, joint its affiliates may incur or several, to which such Indemnified Person may become subject under to arising out of or due to (i) any inaccuracy of any representation or the breach of any warranty or covenant of the Buyer contained in this Agreement or (ii) the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in a Registration Statement or any registration statement amendment or an supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Buyer hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, PROVIDED that the Buyer shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage Losses (or liability arises action or proceeding in respect thereof) arise out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission frommade in a Registration Statement or amendment or supplement thereto, such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Buyer through an instrument duly executed by such Indemnified Person expressly the Sellers specifically stating that it is for use therein or (ii) in the case of preparation thereof. The Buyer will reimburse the occurrence of an event of the type specified Sellers for any legal or other expenses reasonably incurred by him in Section 12.2(e), the use by the Indemnified Person of an outdated connection with investigating or defective prospectus after the Buyer has provided to such Indemnified Person an updated prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to defending any such loss, claim, damage liability, action or liabilityproceeding.