Common use of Indemnification by the Sellers Clause in Contracts

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Corporation, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statement, and each other person, if any, who controls the Corporation or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the gross amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement; provided further that any Seller shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without the consent of that Seller.

Indemnification by the Sellers. In the event of Each Holder whose Registrable Securities are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person 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 or liabilities, joint or several, Losses to which the Corporation Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Corporation Company by such seller expressly specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED, HOWEVER, that the liability obligation to provide indemnification pursuant to this SECTION 7(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities of each such seller Indemnifying Party included in such registration statement; PROVIDED FURTHER, HOWEVER, that in no event shall be in proportion to and limited to any indemnity by a Holder under this SECTION 7(b) exceed the gross amount net proceeds from the offering received by such seller from Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller. Such Holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities pursuant Act to such Registration Statement; the same extent as provided further that any Seller shall not be liable and indemnification shall not apply above with respect to amounts paid in any settlement effected without the consent of that SellerCompany.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 1.1 or 2.2Section 1.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless (severally but not jointly) the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company who shall sign such Registration Statementregistration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Corporation Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, but not limited to, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in in, or any Registration Statement omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included thereincontained therein or related thereto, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation Company by such seller expressly for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the liability of each such seller shall will be in proportion to and limited to the gross net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement; provided further that registration statement. Such indemnity shall remain in full force and effect regardless of any Seller investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationState Auto Financial, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Corporation State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Corporation State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED however, that the liability of each such seller obligation to provide indemnification pursuant to this SECTION 7.6(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in proportion to such registration statement and limited to the gross aggregate amount received by such seller which may be recovered from the sale any holder of Registrable Securities pursuant to the indemnification provided for in this SECTION 7.6(B) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such Registration Statement; holder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of State Auto Financial or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided further that any Seller shall not be liable and indemnification shall not apply above with respect to amounts paid in any settlement effected without the consent of that SellerState Auto Financial.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationState Auto Financial, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Corporation State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Corporation State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided however, that the liability of each such seller obligation to provide indemnification pursuant to this Section 7.6(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in proportion to such registration statement and limited to the gross aggregate amount received by such seller which may be recovered from the sale any holder of Registrable Securities pursuant to the indemnification provided for in this Section 7.6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such Registration Statement; holder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of State Auto Financial or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided further that any Seller shall not be liable and indemnification shall not apply above with respect to amounts paid in any settlement effected without the consent of that SellerState Auto Financial.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under in any registration statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 2.1 or 2.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless the CorporationCompany, and each director of the CorporationCompany, each officer of the Corporation who shall sign such Registration Statement, Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Corporation Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActApplicable Canadian Securities Laws, and their respective directors, officers, partners, employees and affiliates, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or the Applicable Canadian Securities Laws or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities ActAct or the Applicable Canadian Securities Laws, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading if misleading, and to reimburse such person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; but only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation Company through an instrument duly executed by or on behalf of such seller expressly seller, specifically stating that it is for use in the preparation of any such Registration Statementthereof; provided, Prospectushowever, preliminary prospectus, amendment or supplement; provided that the liability of each such seller indemnifying party under this Section 1.7(b) shall be in proportion to and limited to the gross amount of proceeds received by such seller from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such Registration Statement; provided further that liability. Such indemnity shall remain in full force and effect, regardless of any Seller investigation made by or on behalf of the Company or any such director, officer or controlling person and shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In The Sellers agree to indemnify and --------------------------------- hold harmless JRT and JRC and/or MTT against and in respect to all damages (as hereinafter defined) in excess of $500.00. Damages, as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the event imposition thereof, or in enforcing this indemnity, resulting to JRT and JRC and/or MTT from any inaccurate representation made by or on behalf of the Sellers in or pursuant to this Agreement, breach of any registration of the warranties made by or on behalf of the Sellers in or pursuant to this Agreement, or breach or default in the performance by the Sellers of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of obligations to be performed by them hereunder. Hereunder, JRT and JRC shall determine whether JRT and JRC, MTT or JRT and JRC and MTT are entitled to be indemnified and such securities, will indemnify and hold harmless determination shall be binding on the Corporation, each director Sellers. Notwithstanding the scope of the CorporationSellers' representations and warranties herein, each officer or of any individual representation or warranty, or any disclosure to JRT and JRC herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or JRT's and JRC's knowledge of any fact or facts at or prior to the Closing, damages shall also include: all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of MTT, as of the Corporation who shall sign such Registration Statementdate hereof not reflected in the Financial Statement or any other exhibit furnished hereunder, whether known or unknown by the Sellers; all claims, actions, demands, losses, costs, expenses, and each other person, if any, who controls liabilities resulting from any litigation from causes of action arising prior to the Corporation Closing hereunder involving MTT or any such participating owners thereof other than the Sellers, whether or not disclosed to JRT and JRC; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) MTT's infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person within under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the meaning matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from MTT's failure in any respect to perform any obligation required by it to be performed at or prior to the effective date hereof or at or prior to the Closing, or by reason of Section 15 any default of MTT, at the effective date hereof or at the Closing, under any of the Securities Act contracts, agreements, leases, documents, or Section 20 of the Exchange Act, against any other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. Khan shall reimburse and/or pay in the form of up to 10,000,000 shares of JRC Common Stock on behalf of JRT and JRC and/or MTT on demand for any payment made or required to be made by JRT and JRC and/or MTT at any time after the Closing based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages or liabilities, joint or several, to which the Corporation foregoing indemnity relates. JRT and JRC shall give, or JRT and JRC shall cause MTT to give Khan written notice within 30 days after notification of any litigation threatened or instituted against MTT which might constitute the basis of a claim for indemnity by JRT and JRC and/or MTT against Khan. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire one year after the Closing hereunder, except in the case of the proven fraud by the Sellers hereunder as determined by a court of competent jurisdiction in connection with any such directorclaim for indemnification, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as in which event such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission right to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the gross amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement; provided further that any Seller shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without expire one year after the consent discovery of that Sellersuch fraud.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration, Shelf Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person 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 or liabilities, joint or several, Losses to which the Corporation Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Corporation Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that the liability of each such seller obligation to provide indemnification pursuant to this Section 8(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in proportion to such registration statement and limited to the gross aggregate amount received by such seller which may be recovered from the sale any holder of Registrable Securities pursuant to the indemnification provided for in this Section 8(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such Registration Statement; holder from the sale of 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 controlling Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided further that any Seller shall not be liable and indemnification shall not apply above with respect to amounts paid in any settlement effected without the consent of that SellerCompany.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2The Sellers, each of the prospective sellers of such securitiesjointly and ------------------------------ severally, will will, and hereby do, indemnify and hold harmless Cadmus in selling Registrable Securities covered by the Corporationregistration statement required under this Agreement, each director of the CorporationCadmus's directors, each officer of the Corporation who shall sign such Registration Statementofficers, employees, agents and affiliates and each other personPerson, if any, who controls the Corporation or any such participating person Cadmus within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, (the "Cadmus Indemnified Parties") against any and all losses, claims, damages or liabilitiesliabilities (or actions or proceedings, whether commenced or threatened, in respect thereof), joint or several, to which the Corporation or any such director, officer, employee, participating person or controlling person Cadmus Indemnified Parties may become subject under the Securities Act Act, the Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained (or incorporated by reference) in the registration statement (or any Registration Statement amendment or supplement thereto) under which such securities Registrable Securities were registered under the Securities Act, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading if misleading, but only to the extent that such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Cadmus by the Corporation by such seller expressly Sellers or their agents or representatives specifically for use in the preparation of thereof, and the Sellers, jointly and severally, will reimburse the Cadmus Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Registration Statementloss, Prospectusclaim, preliminary prospectusliability, amendment action or supplementproceeding; provided that provided, however, the liability of each such seller shall be indemnity contained in proportion to and limited to the gross amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement; provided further that any Seller shall not be liable and indemnification this Section ------- 4 shall not apply to amounts paid in settlement of any such loss, claim, damage, - liability or action if such settlement is effected without the consent of that SellerSellers (which consent shall not be unreasonably withheld). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Cadmus Indemnifying Parties and shall survive the transfer of such Registrable Securities by the Sellers.

Indemnification by the Sellers. In 10.1 Subject to the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2conditions and limitations set forth below, each of the prospective sellers of such securities, will Sellers hereby agrees to indemnify and hold harmless the Corporation, Buyer and any each director company of the Corporation, each officer of the Corporation who shall sign such Registration StatementTinet Group for, and each other personwill pay to the Buyer (or directly to the concerned company of Tinet Group, if anyat Buyer’s choice), who controls the Corporation or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all damages, losses, liabilities, claims, damages Taxes (including interest and penalties with respect thereto) deficiencies and expenses (including, without limitation, reasonable attorney’s fees and disbursements) as well as other costs and expenses (for all purposes of this Agreement, collectively, the “Losses”) incurred in connection with any action, demand, suit, proceedings, assessment or liabilitiesjudgment incurred or suffered or that may be incurred or suffered by the Buyer and/or by any company of Tinet Group and arising out of, joint related to, or severalin connection with (i) any breach of the representations and warranties and covenants of Sellers made pursuant to Clause 8 of this Agreement; (ii) the termination of any Director nominated by BSI and/or BSPE and/or Statutory Auditor at Closing, and/or the termination of any agent or executive before the Closing Date, to which the Corporation extent such items are not included in the Financial Debt; (iii) any claim from each company of Tinet Group’s employees and/or agents arising out of, related to, or in connection with their employment and/or agency relationships, including with reference to the payment of any such directorfees, officercommissions, employeeindemnities, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Actseverances and/or social security contributions, any Prospectus facts or preliminary prospectus omissions occurred prior to Closing Date, to the extent such items have not been accurately reflected in the Closing Accounts; (iv) any claim of third party pertaining to the SPA, any provisions thereof and/or implementing agreements and/or the commercial contracts, receivables and assets which were assigned and/or intended to be assigned to each of TinetITA, TinetGMBH, TinetHK, TinetLTD and TinetINC in the context of the 2009 acquisition; (v) the Merger; (vi) any Tax assessment and/or notices of Tax payments and similar claims or requests of any Tax authority to any company of Tinet Group, including any writ, judgment, judicial bond, injunction or similar order (such as the so-called “cartella di pagamento”, “avviso di liquidazione”, “avviso di accertamento”, etc), for all taxable periods ended on or before December 31, 2009, and up to the Closing Date to the extent such items are not included thereinin the Financial Debt; (vii) any regulatory assessments, or orders and/or notices – including notices of required regulatory payments any amendment or supplement theretofees, or any omission or alleged omission to state a material fact duties, commissions, fines, penalties and interest with respect to such seller required to be stated in thereto – and similar claims or requests of any such Registration StatementGovernmental or Public Authority or body, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished related to the Corporation by such seller expressly operations of the Company and its Licenses for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited all periods up to the gross amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement; provided further that any Seller shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without the consent of that SellerClosing Date.

Indemnification by the Sellers. In Subject to the event limitations set forth in this ARTICLE XII and any other express provision of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2this Agreement, each of the prospective sellers of such securitiesSeller shall indemnify, will indemnify save, insure, pay, defend and hold harmless the CorporationPurchaser’s Indemnitees from and against any Indemnification Loss incurred by any Purchaser Indemnitee to the extent, each director and only to the extent, resulting from (a) any breach of any representation or warranty of such Seller in this Agreement to the extent such breach was not actually known to Purchaser as of the CorporationClosing Date, each officer (b) any breach by such Seller of any of its covenants or obligations under this Agreement to the extent such breach was not actually known to Purchaser as of the Corporation who shall sign such Registration StatementClosing Date, and each other person, if any, who controls the Corporation or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against (c) any and all lossesthird party claims arising out of the development and construction of the Real Property, claimsthe ownership, damages use and operation of the Assets, and the operation of the Business prior to the Closing (collectively, the “Seller Liabilities”). For purposes of the foregoing, Purchaser shall be deemed to have actual knowledge of (i) any matter disclosed in any Exhibits or liabilitiesSchedules to this Agreement, joint (ii) any matter disclosed in any of the documents or severalmaterials provided by any Seller to the Purchaser prior to Closing and listed in Schedule 12.2 hereto, and (iii) any matter disclosed in any report, study, review or survey of any of the Sites performed by or on behalf of Purchaser and actually delivered to which the Corporation Purchaser or any of its agents or consultants prior to the Closing Date. The terms of this Section 12.2 shall survive Closing for the Survival Period. No Seller shall have any liability to Purchaser for any indemnification claim unless written notice containing a description of the specific nature of such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect indemnification claim shall have been given by Purchaser to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Seller prior to the Corporation expiration of the Survival Period and an action shall have been commenced by Purchaser against such seller expressly for use Seller within the Action Period, in which event the preparation full amount of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller valid claims shall be in proportion actionable. Purchaser agrees to first seek recovery under any insurance policies and limited service contracts prior to the gross amount received by such seller seeking recovery from the sale of Registrable Securities pursuant to such Registration Statement; provided further that any Seller, and no Seller shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without the consent of that SellerPurchaser if Purchaser’s claim is satisfied from such insurance policies or service contracts.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, will The Sellers shall indemnify and hold harmless the Corporation, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statement, Purchaser and each other person, if any, who controls the Corporation or any such participating person Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each of their respective directors, officer, employees, trustees and agents (collectively, the "Purchaser Indemnified Parties") against any and all losses, claims, damages or liabilities, joint or several, liabilities to which the Corporation or any such director, officer, employee, participating person or controlling person Purchaser Indemnified Parties may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any Registration Statement under which such securities were registered under preliminary, final or summary Prospectus contained therein or furnished by Purchaser to the Securities Act, any Prospectus or preliminary prospectus included thereinSellers, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading if misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to Purchaser by the Corporation by such seller Sellers expressly for use therein, and the Sellers shall, and hereby agree to, reimburse the Purchaser Indemnified Parties for any legal or other expenses reasonably incurred by them in the preparation of connection with investigating or defending any such Registration Statementaction or claim as such expenses are incurred; provided, Prospectushowever, preliminary prospectus, amendment or supplement; provided that the liability indemnity obligation of each such seller Seller hereunder shall be in proportion limited to and limited to shall not exceed the gross amount proceeds actually received by such seller from the Seller upon a sale of Registrable Securities pursuant to such Registration Statementa registration statement hereunder; provided further and provided, further, that any Seller shall not be liable and indemnification the indemnity agreement contained in this Section 7(b) shall not apply to amounts paid in settlement of any such losses, claims, damages or liabilities if such settlement is effected without the consent of that Sellerthe Sellers (which consent shall not be unreasonably withheld).

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationIssuer, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits managers and officers, and each other personPerson, if any, who controls the Corporation or any such participating person Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Corporation Issuer or any such director, officer, employee, participating person manager or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Corporation Issuer through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED that the liability of each such seller obligation to provide indemnification pursuant to this Section 6.02 shall be in proportion to several, and limited to not joint and several, among such Indemnifying Parties and the gross aggregate amount received by such seller which may be recovered from the sale any holder of Registrable Securities pursuant to the indemnification provided for in this Section 6.02 in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such Registration Statement; holder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any such manager, officer or controlling Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and managers and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided further that any Seller shall not be liable and indemnification shall not apply above with respect to amounts paid in any settlement effected without the consent of that SellerIssuer.

Indemnification by the Sellers. In (a) Subject to the event limitations set forth in this Article VIII (including the provisions of any registration of any Registrable Securities under Sections 8.1), from and after the Securities Act pursuant to Section 2.1 or 2.2Closing, each of the prospective sellers of Sellers will severally (in the proportion set forth opposite such securities, will Sellers name on Schedule 2.3(e)) indemnify and hold harmless Buyer, the CorporationCompany, each director the Subsidiaries and their respective successors and permitted assigns, and the officers, employees, directors, managers, members and stockholders of Buyer, the Company and the Subsidiaries (in their capacities as such) (collectively, the “Buyer Indemnitees”) from and against, and will pay to the Buyer Indemnitees the amount of, any Losses incurred by any of the CorporationBuyer Indemnitees following the Closing, each officer whether or not involving a third party claim, arising as a result of (i) any breach of or inaccuracy in the representations and warranties of the Corporation who shall sign such Registration StatementCompany contained in this Agreement (including the Schedules attached hereto and the certificates delivered pursuant hereto), and each other person, if any, who controls the Corporation or (ii) any such participating person within the meaning of Section 15 breach of the Securities Act covenants or Section 20 agreements of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact Seller Representative contained in this Agreement (including the Schedules), (iii) any Registration Statement under which such securities were registered under income Taxes of the Securities ActCompany or the Subsidiaries for Pre-Closing Tax Periods; provided, any Prospectus however, the Sellers shall not indemnify or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact hold harmless the Buyer Indemnitees with respect to such seller required any liability for gross receipts Taxes, modified gross receipts Taxes, franchise Taxes, net worth Taxes, privilege Taxes or any similar or related Taxes resulting from or with respect to be stated Buyer, the Company or the Subsidiaries initiating or making any voluntary contact on or after the Closing Date with any Taxing Authority in the states identified in Schedule 8.3(a) relating to a taxable period or portion thereof ending on or before the Closing Date (a “Voluntary Disclosure”), (iv) any such Registration StatementCompany Debt that is not identified on Schedule 1.1 or any Selling Expenses that are not fully satisfied at or prior to Closing, Prospectus, preliminary prospectus, amendment or supplement or necessary to make (v) any Pre-Closing Environmental Noncompliance Fines and Penalties and (vi) the statements therein not misleading if such statement or omission was made in reliance upon Proceedings set forth as items 3 and in conformity with written information furnished 4 on Schedule 4.13 to the Corporation by extent the Losses arising as a result of such seller expressly for use items exceed $10,000 in the preparation aggregate. For the avoidance of any such Registration Statementdoubt, ProspectusSellers agree that in the event of a breach of certain provisions of Section 4.6 as detailed on Schedule 8.3(a), preliminary prospectus, amendment or supplement; provided that Losses shall include the liability matters set forth in Item 3 of each such seller shall be in proportion to and limited to the gross amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement; provided further that any Seller shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without the consent of that SellerSchedule 8.3(a).

Indemnification by the Sellers. In the event Each holder of Registrable ------------------------------ Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person 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 or liabilities, joint or several, Losses to which the Corporation Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Corporation Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that -------- ------- the liability of each such seller obligation to provide indemnification pursuant to this Section 5(b) shall be ------------ several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in proportion to such registration statement and limited to the gross aggregate amount received by such seller which may be recovered from the sale any holder of Registrable Securities pursuant to the indemnification provided for in this Section 5(b) in ------------ connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such Registration Statement; holder from the sale of 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 controlling Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided further that any Seller shall not be liable and indemnification shall not apply above with respect to amounts paid in any settlement effected without the consent of that SellerCompany.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Sellers hereby agree, severally and not jointly, to Section 2.1 or 2.2indemnify, each of the prospective sellers of such securities, will indemnify defend and hold harmless the Corporation, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statement, Buyer and each other personPerson, if any, who controls the Corporation or any such participating person Buyer within the meaning of Section 15 of the Securities Act or of 1933 and Section 20 of the Exchange Act, and their respective successors and assigns harmless from, against any and with respect to all claims, liabilities, losses, claimsdamages, damages and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by the Buyer, arising out of or liabilitiesbased upon (i) any misrepresentation or breach of any warranty made by the Sellers contained in this Agreement or in any certificate, joint instrument of transfer or severalother document or agreement executed by the Sellers in connection with this Agreement; (ii) any failure by the Sellers to perform or observe, in full, any covenant, agreement or condition to which be performed or observed by them under this Agreement or under any certificates or other documents or agreements executed by the Corporation Sellers in connection with this Agreement; (iii) the ownership, condition or operations of the Mall, or any such directorpart thereof, officerprior to the Closing, employeeincluding, participating person or controlling person may become subject under but not limited to, claims of third parties against the Securities Act or otherwiseOwner Partnership relating to events that occurred prior to the Closing, except insofar as such losses, claims, damages damages, liabilities or expenses arise out of or are based upon any act or omission of Buyer, SFN or the Manager; or (iv) any omission or alleged omission to state 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 not misleading, except insofar as such losses, claims, damages, liabilities (or actions or proceedings in respect thereof) expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was which has been made therein or omitted therefrom in reliance upon and in conformity with written information furnished by Buyer in writing to either Seller expressly for inclusion therein. Notwithstanding anything to the Corporation by such seller expressly for use contrary set forth in this Article IX, in the preparation of any such Registration Statementevent Sellers have an indemnity obligation under this Article IX, Prospectus, preliminary prospectus, amendment or supplement; provided that the (a) Sellers' liability of each such seller to indemnify Buyer shall be in proportion to their pro rata share of the Purchase Price; and limited to (b) in no event shall the gross amount respective liability of each Seller under this Article IX exceed the portion of the Purchase Price actually received by such seller from the sale of Registrable Securities Seller pursuant to such Registration Statement; provided further that any Seller shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without the consent of that Sellerthis Agreement.

Indemnification by the Sellers. In the event of any registration of As a condition to ------------------------------ including any Registrable Securities under in any registration statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 2.1 or 2.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless the CorporationCompany, and each director of the CorporationCompany, each officer of the Corporation who shall sign such Registration Statement, Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Corporation Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActApplicable Canadian Securities Laws, and their respective directors, officers, partners, employees and affiliates, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or the Applicable Canadian Securities Laws or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities ActAct or the Applicable Canadian Securities Laws, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading if misleading, and to reimburse such person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; but only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation Company through an instrument duly executed by or on behalf of such seller expressly seller, specifically stating that it is for use in the preparation of any such Registration Statementthereof; provided, Prospectushowever, preliminary prospectus, amendment or supplement; provided that the liability of each such seller indemnifying party under this Section 1.7(b) shall be in proportion to and limited to the gross amount of proceeds received by such seller from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such Registration Statement; provided further that liability. Such indemnity shall remain in full force and effect, regardless of any Seller investigation made by or on behalf of the Company or any such director, officer or controlling person and shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In the event Each Owner of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Requested Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the Corporationits directors, each officer of the Corporation who shall sign such Registration Statementofficers, employees, agents and each other personPerson, if any, who controls the Corporation or any such participating person 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 or liabilities, joint or several, Losses to which the Corporation Company or any such director, officer, employee, participating person agent or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Corporation Company by such seller expressly for use in the preparation of any such Registration Statement, Prospectusor seller's agent, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED, HOWEVER, that the liability of each such seller obligation to provide indemnification pursuant to this SECTION 3(B) shall be several, and not joint and several, among such indemnifying parties on the basis of the number of Registrable Securities included in proportion to such registration statement and limited to the gross aggregate amount received by such seller which may be recovered from the sale any Owner of Registrable Securities pursuant to the indemnification provided for in this SECTION 3(B) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such Registration Statement; provided further that Owner from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any Seller investigation made by or on behalf of the Company or any such director, officer, employee, agent or controlling Person and shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under which are included or are to be included in any Registration Statement filed in connection with a Demand Registration, as a condition to including Registrable Securities in such Registration Statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person 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 or liabilities, joint or several, Losses to which the Corporation Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) EXHIBIT 4.3 arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any such Registration Statement under which such securities were registered under the Securities ActStatement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Corporation Company or its legal counsel by or on behalf of such seller expressly for use in the preparation of any such Registration Statement, Prospectuspreliminary prospectus, preliminary final prospectus, summary prospectus, amendment or supplement; provided provided, however, that the liability of each such seller obligation to provide indemnification pursuant to this Section 8(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in proportion to such Registration Statement and limited to the gross aggregate amount received by such seller which may be recovered from the sale any holder of Registrable Securities pursuant to the indemnification provided for in this Section 8(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such Registration Statement; holder from the sale of 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 controlling Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided further that any Seller shall not be liable and indemnification shall not apply above with respect to amounts paid in any settlement effected without the consent of that SellerCompany.

Indemnification by the Sellers. In the event of any registration ------------------------------ of any Registrable Securities under the Securities Act pursuant to Section 2.1 3.1 or 2.23.2, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company who shall sign such Registration Statementregistration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Corporation Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged - untrue statement of a material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included thereincontained therein or related thereto, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation Company by such seller expressly for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement or (ii) any omission or alleged omission to -- state a factwith respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller shall will be in -------- proportion to and limited to the gross net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement; provided further that registration statement. Such indemnity shall remain in full force and effect regardless of any Seller investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company who shall sign such Registration Statement, and each other personPerson, if any, who controls the Corporation Company or any such participating person Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation Company or any such director, officer, employee, participating person Person or controlling person Person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation Company by such seller in such seller’s capacity as a selling Holder expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the gross net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement; provided further that . The Company and the Continuing Stockholders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Continuing Stockholders, the only information furnished or to be furnished to the Company by such Continuing Stockholders in their capacity as selling Holders for use in any Seller Registration Statement or Prospectus, preliminary prospectus, amendment or supplement relating to the Registrable Securities are statements specifically relating to (i) transactions between such Continuing Stockholder and the Company, (ii) the beneficial ownership of shares of Common Stock by such Continuing Stockholder and (iii) the name and address of such Continuing Stockholder. If any additional information about such Continuing Stockholder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such Continuing Stockholder shall not be liable unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 2.6(b). Such indemnity shall remain in full force and indemnification effect regardless of any investigation made by or on behalf of such seller or any such director, officer, employee, participating Person or controlling Person and shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In the event of any ------------------------------ registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 3.1 or 2.23.2, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company who shall sign such Registration Statementregistration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Corporation Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged - untrue statement of a material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included thereincontained therein or related thereto, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation Company by such seller expressly for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement or (ii) any omission or alleged omission to -- state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; provided and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, PROVIDED that the liability of each such seller shall will be in -------- proportion to and limited to the gross net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement; provided further that registration statement. Such indemnity shall remain in full force and effect regardless of any Seller investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In Each of the event of any registration of any Sellers, as a condition to including Registrable Securities under the Securities Act in such registration statement pursuant to Section 2.1 or 2.2Sections 5.01 and 5.02 hereof, each of shall, to the prospective sellers of such securitiesfull extent permitted by law, will indemnify and hold harmless the CorporationPurchaser, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Corporation Purchaser or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Seller furnished to the Corporation Purchaser through an instrument duly executed by such seller expressly Seller specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement and each of the Sellers will reimburse the Purchaser in cash and each other person, if any, who controls the Purchaser within the meaning of the Securities Act, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss (or action or proceeding in respect thereof); provided provided, however, that the liability of each such seller obligation to provide indemnification and reimburse expenses pursuant to this Section 5.04(b) shall be several, and not joint and several, among such Indemnifying Parties. Such indemnity shall remain in proportion to full force and limited to effect regardless of any investigation made by or on behalf of the gross amount received Purchaser or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller from the sale of Registrable Securities pursuant to such Registration Statement; provided further that any Seller shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without the consent of that Seller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person 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 or liabilities, joint or several, Losses to which the Corporation Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Corporation Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that the liability of each such seller obligation to provide indemnification pursuant to this Section 3(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in proportion to such registration statement and limited to the gross aggregate amount received by such seller which may be recovered from the sale any holder of Registrable Securities pursuant to the indemnification provided for in this Section 3(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such Registration Statement; provided further that holder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any Seller investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In the event of any registration of ------------------------------ any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.23.1, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company who shall sign such Registration Statementregistration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Corporation Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact - contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included thereincontained therein or related thereto, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation Company by such seller expressly for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement or (ii) any omission or alleged omission to state a fact -- with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided -------- that the liability of each such seller shall will be in proportion to and limited to the gross net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement; provided further that registration statement. Such indemnity shall remain in full force and effect regardless of any Seller investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under the Securities Act that are registered by Goldleaf pursuant to Section 2.1 or 2.2Article 2 will, each of the prospective sellers of such securitiesjointly and severally, will indemnify and hold harmless the CorporationGoldleaf, each director of the CorporationGoldleaf, each officer of the Corporation who shall sign such Registration Statement, Goldleaf and each other personPerson, if any, who controls the Corporation or any such participating person Goldleaf within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation Goldleaf, or any such director, officer, employee, participating person officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement registration statement under which such securities Registered Securities were registered under the Securities Act, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading misleading, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Corporation Goldleaf by such seller expressly for use of Registrable Securities in the preparation of any connection with such Registration Statementregistration statement, Prospectus, preliminary prospectus, amendment or supplement; provided that supplement specifically for use therein. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of Goldleaf or any such director, officer or controlling Person and shall survive the liability transfer of each such seller shall be in proportion to and limited to the gross amount received securities by such seller from the sale holder. In no event shall any indemnity by a holder of Registrable Securities pursuant exceed the aggregate price to the public (minus underwriter commissions and discounts) of the Registrable Securities of such Registration Statement; provided further that any Seller shall not be liable and indemnification shall not apply to amounts paid holder included in any settlement effected without the consent of that Sellersuch registration.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationState Auto Financial, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Corporation State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Corporation State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED, HOWEVER, that the liability of each such seller obligation to provide indemnification pursuant to this Section 7.06(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in proportion to such registration statement and limited to the gross aggregate amount received by such seller which may be recovered from the sale any holder of Registrable Securities pursuant to the indemnification provided for in this Section 7.06(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such Registration Statement; holder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of State Auto Financial or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided further that any Seller shall not be liable and indemnification shall not apply above with respect to amounts paid in any settlement effected without the consent of that SellerState Auto Financial.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 3.1, 3.2 or 2.23.3, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company who shall sign such Registration Statement, and each other person, if any, who controls the Corporation Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact with respect to such seller contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation Company by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that . In no event, however, shall the liability of each any seller of Registrable Securities for indemnification in its capacity as such exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against that is equal to the proportion of the total securities sold under such registration statement which is being sold by such seller shall be in proportion to and limited to of Registrable Securities or (ii) the gross amount net proceeds received by such seller from the its sale of Registrable Securities pursuant to under such Registration Statement; provided further that registration statement. Such indemnity shall remain in full force and effect regardless of any Seller investigation made by or on behalf of such seller or any such director, officer, employee, participating person or controlling person and shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Sellers agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, will indemnify and hold harmless EGPI and/or the CorporationCompany against and in respect to all damages (as hereinafter defined) up to $3.6 million dollars Damages, each director as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the imposition thereof, or in enforcing this indemnity, resulting to EGPI and/or the Company from any inaccurate representation made by or on behalf of the CorporationSellers in or pursuant to this Agreement, each officer breach of any of the Corporation who warranties made by or on behalf of the Sellers in or pursuant to this Agreement, or breach or default in the performance by the Sellers of any of the obligations to be performed by him hereunder. Hereunder, EGPI shall sign determine whether EGPI, the Company or both EGPI and the Company are entitled to be indemnified and such Registration Statementdetermination shall be binding on the Sellers. Notwithstanding the scope of the Sellers’ representations and warranties herein, or of any individual representation or warranty, or any disclosure to EGPI herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or EGPI’s knowledge of any fact or facts at or prior to the Closing Date, damages shall also include all debts, liabilities, and each other personobligations of any nature whatsoever (whether absolute, if anyaccrued, who controls contingent, or otherwise, and whether due or to become due) of the Corporation Company, as of the date hereof not reflected in the Financial Statement or any such participating other exhibit furnished hereunder, whether known or unknown by the Sellers; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing Date involving the Company or any stockholders thereof other than the Sellers, whether or not disclosed to EGPI; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) the Company’s infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person within under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the meaning matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from the Company’s failure in any respect to perform any obligation required by it to be performed at or prior to the effective date hereof or at or prior to the Closing Date, or by reason of Section 15 any default of the Securities Act Company, at the effective date hereof or Section 20 at the Closing Date, under any of the Exchange Actcontracts, against any agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. The Sellers shall reimburse and/or pay on behalf of EGPI and/or the Company on demand for any payment made or required to be made by EGPI and/or the Company at any time after the Closing Date based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages or liabilities, joint or several, to which the Corporation foregoing indemnity relates. EGPI shall give, or EGPI shall cause the Company to give, the Sellers written notice within 30 days after notification of any such director, officer, employee, participating person litigation threatened or controlling person may become subject under instituted against the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement Company which might constitute the basis of a material fact claim for indemnity by EGPI and/or the Company against the Sellers. Notwithstanding anything contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished this Agreement to the Corporation by such seller expressly for use contrary, the right to indemnification described in this paragraph shall expire 18 months after the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the gross amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement; provided further that any Seller shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without the consent of that SellerClosing Date.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2(a) The Sellers will, each of the prospective sellers of such securitiesjointly and severally, will indemnify and hold harmless the Corporationeach Acquiror Indemnitee from and against any Damages suffered or incurred by any Acquiror Indemnitee and which relate to, each director arise from or as a result of: (i) any inaccuracy in, breach or alleged breach of any representation or warranty of the CorporationAcquired Companies or the Sellers set forth in this Agreement, any Related Agreement, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith or therewith, in each officer case, without giving effect to any materiality, “Material Adverse Effect” or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, except in each case, (A) for purposes of the Corporation who shall sign such Registration Statementrepresentations and warranties in Section 4.5 (Financial Statements) and Section 4.9(b) (Absence of Changes or Events), and each other person, if any, who controls (B) the Corporation or any such participating person within the meaning disclosure of Section 15 lists of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement items of a material fact contained nature or above a specific threshold in which case such qualification shall not be deleted solely for purposes of determining the lists of items that must be disclosed; (ii) any Registration Statement under which such securities were registered under breach or alleged breach of any covenant or obligation of the Securities ActSellers; (iii) the amount of any Company Indebtedness, Transaction Expenses or Cash Incentive Amount not deducted from the Closing Cash Payment; (iv) any Prospectus pre-Closing payments or preliminary prospectus included thereindistributions made, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller that were required to be stated in made, under the Profit Participation Agreements; (v) any such Registration StatementIncremental Employer PPA Payroll Amount or Incremental Employer Bonus Payroll Amount not deducted from the Earn-out Consideration, ProspectusExcess Closing Cash or Excess Working Capital, preliminary prospectusas applicable; (vi) any Adjustments Deficiency payable to Acquiror pursuant to Section 2.3 or Cash Adjustments Deficiency payable to Acquiror pursuant to Section 2.4; (vii) the items listed on Schedule 9.2(a)(vii) of the Disclosure Schedules; (viii) the indemnification provisions of Section 6.10(i)(ii); and (ix) any Covered Taxes and any Taxes of the Acquired Companies or Acquiror resulting from the purchase by the Acquired Companies or Acquiror, amendment or supplement or necessary to make immediately after the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation by such seller expressly for use in the preparation Closing, of any such Registration StatementEquity Securities of CTS or Consolidated Turbine Specialists Canada LLP not owned by the Company at Closing. (b) In the event any Acquired Company suffers, Prospectusincurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in, preliminary prospectusbreach or alleged breach of any representation, amendment warranty, covenant or supplement; provided that obligation, then (without limiting any of the liability rights of each such seller any Acquired Company as an Acquiror Indemnitee) Acquiror shall also be in proportion deemed, by virtue of its ownership of the equity interests of the Acquired Companies, to and limited to the gross amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement; provided further that any Seller shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without the consent of that Seller.have incurred 63

Indemnification by the Sellers. In the event Each Holder of Registrable ------------------------------ Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, will, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person 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 or liabilities, joint or several, Losses to which the Corporation Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation Company by or on behalf of such Holder; provided however, that the obligation to provide indemnification -------- ------- pursuant to this Section 2.6(b) will be several, and not joint and several, -------------- among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and will survive the transfer of such securities by such seller expressly for use Holder. Such Holders will also indemnify each other Person who participates (including as an underwriter) in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment offering or supplement; provided that the liability of each such seller shall be in proportion to and limited to the gross amount received by such seller from the sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities pursuant Act to such Registration Statement; the same extent as provided further that any Seller shall not be liable and indemnification shall not apply above with respect to amounts paid in any settlement effected without the consent of that SellerCompany.

Indemnification by the Sellers. In the event Each holder of Registrable ------------------------------ Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person 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 or liabilities, joint or several, Losses to which the Corporation Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Corporation Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that the liability of each such seller obligation to provide indemnification -------- ------- pursuant to this Section 5(b) shall be several, and not joint and several, among ------------ such Indemnifying Parties on the basis of the number of Registrable Securities included in proportion to such registration statement and limited to the gross aggregate amount received by such seller which may be recovered from the sale any holder of Registrable Securities pursuant to the indemnification provided for in this Section 5(b) in connection with any ------------ registration and sale of Registrable Securities shall be limited to the total proceeds received by such Registration Statement; holder from the sale of 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 controlling Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided further that any Seller shall not be liable and indemnification shall not apply above with respect to amounts paid in any settlement effected without the consent of that SellerCompany.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 2.1 or 2.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CorporationCompany, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statementits directors and officers, and each other personPerson, if any, who controls the Corporation or any such participating person Company within the meaning of Section 15 the Securities Act and, unless indemnification of such Persons is otherwise provided for in the applicable underwriting agreement, each underwriter, its directors, officers and each Person, if any, who controls such underwriter within the meaning of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Corporation Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon 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 Actregistration statement, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement 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 misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information or affidavit furnished to the Corporation Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that the liability of each such seller obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in proportion to such registration statement and limited to the gross aggregate amount received by such seller which may be recovered from the sale any holder of Registrable Securities pursuant to the indemnification provided for in this Section 6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such Registration Statement; provided further that holder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any Seller investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In The Sellers agree to indemnify and ------------------------------ hold harmless JRT and/or MTT against and in respect to all damages (as hereinafter defined) in excess of $500.00. Damages, as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the event imposition thereof, or in enforcing this indemnity, resulting to JRT and/or MTT from any inaccurate representation made by or on behalf of the Sellers in or pursuant to this Agreement, breach of any registration of the warranties made by or on behalf of the Sellers in or pursuant to this Agreement, or breach or default in the performance by the Sellers of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of obligations to be performed by them hereunder. Hereunder, JRT shall determine whether JRT, MTT or both JRT and MTT are entitled to be indemnified and such securities, will indemnify and hold harmless determination shall be binding on the Corporation, each director Sellers. Notwithstanding the scope of the CorporationSellers' representations and warranties herein, each officer or of any individual representation or warranty, or any disclosure to JRT herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or JRT's knowledge of any fact or facts at or prior to the Closing, damages shall also include: all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of MTT, as of the Corporation who shall sign such Registration Statementdate hereof not reflected in the Financial Statement or any other exhibit furnished hereunder, whether known or unknown by the Sellers; all claims, actions, demands, losses, costs, expenses, and each other person, if any, who controls liabilities resulting from any litigation from causes of action arising prior to the Corporation Closing hereunder involving MTT or any such participating owners thereof other than the Sellers, whether or not disclosed to JRT; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) MTT's infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person within under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the meaning matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from MTT's failure in any respect to perform any obligation required by it to be performed at or prior to the effective date hereof or at or prior to the Closing, or by reason of Section 15 any default of MTT, at the effective date hereof or at the Closing, under any of the Securities Act contracts, agreements, leases, documents, or Section 20 of the Exchange Act, against any other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. Khan shall reimburse and/or pay in the form of up to 10,000,000 shares of JRT Common Stock on behalf of JRT and/or MTT on demand for any payment made or required to be made by JRT and/or MTT at any time after the Closing based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages or liabilities, joint or several, to which the Corporation foregoing indemnity relates. JRT shall give, or JRT shall cause MTT to give Khan written notice within 30 days after notification of any litigation threatened or instituted against MTT which might constitute the basis of a claim for indemnity by JRT and/or MTT against Khan. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire one year after the Closing hereunder, except in the case of the proven fraud by the Sellers hereunder as determined by a court of competent jurisdiction in connection with any such directorclaim for indemnification, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as in which event such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission right to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the gross amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement; provided further that any Seller shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without expire one year after the consent discovery of that Sellersuch fraud.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 3.1 or 2.23.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company who shall sign such Registration Statementregistration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Corporation Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in in, or any Registration Statement omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included thereincontained therein or related thereto, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation Company by such seller expressly for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller shall will be in proportion to and limited to the gross net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement; provided further that registration statement. Such indemnity shall remain in full force and effect regardless of any Seller investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall not be liable and indemnification shall not apply to amounts paid in any settlement effected without survive the consent transfer of that Sellersuch securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2Each Seller will, each of the prospective sellers of such securitiesand ------------------------------ hereby does, will indemnify and hold harmless Progress Energy in selling Registrable Securities covered by the CorporationShelf Registration Statement required under this Registration Rights Agreement, each director of the CorporationProgress Energy's directors, each officer of the Corporation who shall sign such Registration Statementofficers, employees, agents and affiliates and each other personPerson, if any, who controls the Corporation or any such participating person Progress Energy within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (the "Progress Energy Indemnified Parties"), against any and all losses, claims, damages or liabilities----------------------------------- liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof), joint or several, to which the Corporation or any such director, officer, employee, participating person or controlling person Progress Energy Indemnified Party may become subject under the Securities Act Act, the Exchange Act, any state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained (or incorporated by reference) in any the Shelf Registration Statement (or any amendment or supplement thereto) under which such securities Registrable Securities were registered under the Securities Act, any preliminary Prospectus, final Prospectus or preliminary prospectus included summary Prospectus contained therein, or any amendment or supplement thereto, or any other document in connection therewith, or any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading if misleading, but only to the extent, in each case, that such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in such Shelf Registration Statement, any such preliminary Prospectus, final Prospectus, summary Prospectus, amendment or supplement, or other document in connection therewith in reliance upon and in conformity with written information furnished to the Corporation Progress Energy by such seller Seller or its agents or representatives expressly designated for use in the preparation thereof, and such Seller will (at the option of such Seller) pay and bear or reimburse the Progress Energy Indemnified Parties amounts paid in settlement of any such Registration Statementloss, Prospectusclaim, preliminary prospectusdamage, amendment liability or supplement; provided that action if such settlement is effected with the liability consent of each such seller shall be in proportion to and limited to the gross amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement; provided further that any Seller Sellers (which consent shall not be liable unreasonably withheld) and indemnification for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding. Such indemnity shall not apply to amounts paid remain in full force and effect regardless of any settlement effected without investigation made by or on behalf of Progress Energy or any such controlling Person of Progress Energy and shall survive the consent permitted transfer of that such Registrable Securities by such Seller.