Common use of Indemnification by the Selling Stockholders Clause in Contracts

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholder, Stockholders severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly, agrees to jointly shall indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and Indemnified Parties against any lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, joint investigation or severalproceeding in respect thereof), to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder)otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) (i) arise proceeding arises out of or are is based upon an (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary ProspectusOffering Circular, the Time of Sale Disclosure Package, Offering Statement or the Prospectus, Final Offering Circular or any amendment or supplement thereto, (B) the omission or alleged omission to state in any issuer free writing prospectusPreliminary Offering Circular, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of Offering Statement, the Rules and RegulationsFinal Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, or any road showSelling Stockholder Information, or (ii) arise out of in any amendment or are based upon the omission or alleged omission to state therein supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and will reimburse each Underwriter for which is included as part of or referred to in any legal loss, claim, damage, expense, liability, action, investigation or other expenses reasonably incurred proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in connection with investigating or defending against a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or action failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that (x) a such Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in, or omission from any Preliminary Offering Circular, the Offering Statement or alleged omission the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials made in reliance upon and in conformity with written information furnished to such Selling Stockholder through the Underwriter expressly for use therein, which information the parties hereto agree is limited to the such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information relating provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to such Selling Stockholderany liability, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by which such Selling Stockholder from the sale of the Securities pursuant might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to this Agreementeach Underwriter Indemnified Party.

Indemnification by the Selling Stockholders. Each of the Selling Stockholder, Stockholders shall severally and not jointly, agrees to jointly indemnify the Company Parties and save and hold each of them harmless each Underwriter, its affiliates, directors against and officers pay on behalf of or reimburse such Company Party as and each person, if any, who controls such Underwriter within the meaning of Section 15 when incurred for any Losses in excess of the Act Basket (as defined in Section 9B(i)) which any such Company Party suffers, sustains or Section 20 of the Exchange Actbecomes subject to, from and against as a result of: (a) any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement breach of any litigation if such settlement is effected with the written consent representation or warranty of such Selling Stockholder under this Agreement; or (b) any nonfulfillment or breach of any covenant, agreement or other provision in this Agreement by such Selling Stockholder; provided that a Selling Stockholder’s aggregate liability under clauses (a) and (b) above (other than with respect to the Excluded Representations and the Special IP Representations) shall in no event exceed the amount paid to such Selling Stockholder in the Repurchase Transaction (the “Stockholder Cap”), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by but with it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; providedbeing understood, however, that nothing in this Agreement (xincluding this Paragraph 9B) shall limit or restrict any of the Company Parties’ right to maintain or recover any amount from a particular Selling Stockholder in connection with any action or claim based upon fraud or intentional misrepresentation. For purposes of determining the inaccuracy or breach of any representation or warranty in ARTICLE 7 and the amount of any Losses that are indemnifiable hereunder, each such representation and warranty (including any representation or warranty referenced therein) shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar qualification contained therein (as if such standard or qualification were deleted from such representation or warranty). The indemnification obligations of each Selling Stockholder shall be liable in several and not joint and no Selling Stockholder shall have any such case only liability for any breach of representation or warranty by any other Selling Stockholder. All indemnification payments made by Selling Stockholders under this Paragraph 9B(ii) shall be deemed adjustments to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating amount paid to such Selling Stockholder, and (y) Stockholder in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this AgreementRepurchase Transaction.”

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, Regulations or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any out-of-pocket legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and Indemnified Party against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of unless such Selling StockholderStockholder elects to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in connection therewith), insofar as such losseswhich may be based upon the Securities Act, claimsthe 20 21 SOUNDVIEW FINANCIAL GROUP, damages INC. RAYMXXX XXXEX & XSSOCIATES JULY___, 1998 Exchange Act, or liabilities any other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or the Prospectus (or actions in respect thereofany Preliminary Prospectus, the Registration Statement or the Prospectus, as from time to time amended and supplemented) (i) arise out of or are based upon includes an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and will reimburse each Underwriter in conformity with, written information furnished to the Company by any Underwriter, directly or through the Representatives, specifically for any legal or other expenses reasonably incurred by it use in connection with investigating or defending against the preparation thereof; provided, however, that the indemnification obligation arising under this Section 8(b) shall apply only to the extent that such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only expense is caused by or related to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to such Selling Stockholder Information relating furnished in writing to the Company by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendments or supplements thereto. Such Selling Stockholder shall be entitled to participate at his own expense in the defense, or, if he so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Selling Stockholder elects to assume the defense, such defense shall be conducted by counsel chosen by him. In the event that any Selling Stockholder elects to assume the defense of any such suit and retain such counsel, the Underwriter Indemnified Parties, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) such Selling Stockholder shall have specifically authorized the retaining of such counsel, or (ii) the parties to such suit include such Underwriter Indemnified Parties and such Selling Stockholder and such Underwriter Indemnified Parties have been advised by counsel to the Underwriters that one or more legal defenses may be available to it or them which may not be available to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by which case such Selling Stockholder from shall not be entitled to assume the sale defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. Subject to Section 8(e) below, this indemnity agreement is not exclusive and will be in addition to any liability which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party. The Company and the Selling Stockholders may agree, as among themselves and without limiting the rights of the Securities pursuant to Underwriters under this Agreement, as to their respective amounts of such liability for which they each shall be responsible.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each the Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, Regulations or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each the Underwriter for any out-of-pocket legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ Underwriter’s discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Underwriter or such controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arises out of or is based (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file thereof pursuant to Rule 433(d) of 430A, Rule 430B or Rule 430C under the Rules and RegulationsSecurities Act, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by it such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or action as such expenses are incurred; providedexpense to the extent, however, that (x) a Selling Stockholder shall be liable in any such case but only to the extent that any such lossextent, claim, damage, liability or action arises arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that the liability under this subsection of each Selling Stockholder Information relating shall be limited to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed an amount equal to the aggregate amount of net gross proceeds (after deducting Underwriters’ discounts underwriting commissions and commissions) received by discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Securities pursuant to this AgreementSelling Stockholders may otherwise have.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company or the Subsidiary has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholder, Stockholders shall severally and not jointly, agrees to jointly indemnify the Company Parties and save and hold each of them harmless each Underwriter, its affiliates, directors against and officers pay on behalf of or reimburse such Company Party as and each person, if any, who controls such Underwriter within the meaning of Section 15 when incurred for any Losses in excess of the Act Basket (as defined in Section 9B(i)) which any such Company Party suffers, sustains or Section 20 of the Exchange Actbecomes subject to, from and against as a result of: (a) any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement breach of any litigation if such settlement is effected with the written consent representation or warranty of such Selling Stockholder under this Agreement; or (b) any nonfulfillment or breach of any covenant, agreement or other provision in this Agreement by such Selling Stockholder; provided that a Selling Stockholder’s aggregate liability under clauses (a) and (b) above (other than with respect to the Excluded Representations) shall in no event exceed the amount paid to such Selling Stockholder in the Repurchase Transaction (the “Stockholder Cap”), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by but with it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; providedbeing understood, however, that nothing in this Agreement (xincluding this Paragraph 9B) shall limit or restrict any of the Company Parties’ right to maintain or recover any amount from a particular Selling Stockholder in connection with any action or claim based upon fraud or intentional misrepresentation. For purposes of determining the inaccuracy or breach of any representation or warranty in ARTICLE 7 and the amount of any Losses that are indemnifiable hereunder, each such representation and warranty (including any representation or warranty referenced therein) shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar qualification contained therein (as if such standard or qualification were deleted from such representation or warranty). The indemnification obligations of each Selling Stockholder shall be liable in several and not joint and no Selling Stockholder shall have any such case only liability for any breach of representation or warranty by any other Selling Stockholder. All indemnification payments made by Selling Stockholders under this Paragraph 9B(ii) shall be deemed adjustments to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating amount paid to such Selling Stockholder, and (y) Stockholder in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this AgreementRepurchase Transaction.

Indemnification by the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Underwriter or such controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arises out of or is based (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file thereof pursuant to Rule 433(d) of 430A or Rule 434 under the Rules and RegulationsSecurities Act, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by it such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, however, that a Selling Stockholder shall only be subject to the foregoing indemnity agreement to the extent, but only to the extent, that any loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder Information relating to expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any selling stockholder consists of the information concerning such stockholder set forth under the heading "Principal and Selling Stockholders," or contained in a representation or warranty given by such Selling StockholderStockholder in this Agreement or the Custody Agreement; and provided, and (y) in no event further, that the liability under this subsection of each Selling Stockholder shall any Selling Stockholder’s liability hereunder exceed be limited to an amount equal to the aggregate amount of net gross proceeds (after deducting Underwriters’ discounts underwriting commissions and commissions) received by discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Securities pursuant to this Agreement.Selling Stockholders may otherwise have

Indemnification by the Selling Stockholders. Each of the Selling StockholderStockholders, severally jointly and not jointlyseverally, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of such Selling Stockholderthe Company, which consent shall not be unreasonably withheld), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arises out of or is based (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file thereof pursuant to Rule 433(d) of 430A under the Rules and RegulationsSecurities Act, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of subparagraphs (i) and (ii) of this Section 7(a)(2) 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 conformity with written information furnished to the Company or such Underwriter by such Selling Stockholder, directly or through such Selling Stockholder's representatives, specifically for use in the preparation thereof; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of such Selling Stockholder contained herein; or (iv) in whole or in part upon any failure of such Selling Stockholder to perform their respective obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and will reimburse each Underwriter for which is included as part of or referred to in any legal loss, claim, damage, liability or other expenses reasonably incurred action arising out of or based upon any matter covered by it in connection with investigating clause (i), (ii), (iii) or defending against (iv) above, provided that such Selling Stockholder shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxxxx Xxxxxxxx) as such expenses are incurredreasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; providedPROVIDED, howeverHOWEVER, that (x) a Selling Stockholder the foregoing indemnity agreement shall be liable in not apply to any such case loss, claim, damage, liability or expense to the extent, but only to the extent extent, that any such loss, claim, damage, liability or action expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating written information furnished to such Selling StockholderStockholder by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and PROVIDED, FURTHER, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, and if the Prospectus (yas so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in no event this Section 7(a) shall be in addition to any liabilities that the Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this AgreementStockholders may otherwise have.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, including the 430A 430B Information and any other information deemed to be a part of the such Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the any Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointlyjointly in proportion to the number of Securities to be sold by such Selling Stockholder hereunder, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) actually received by such Selling Stockholder from the sale of the Securities pursuant to this AgreementAgreement and (z) no Selling Stockholder will be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives for use therein.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each the Underwriter, its affiliates, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ Underwriter’s discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to indemnify and hold harmless each the Underwriter, its affiliates, directors officers and officers employees and each person, if any, who controls such the Underwriter within the meaning of Section 15 of either the Securities Act or Section 20 of and the Exchange ActAct and each other Selling Stockholder, from and if any, against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which the Underwriter, its officers and employees and each such Underwriter controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of such Selling Stockholderthe Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) (i) arise arises out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement or the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Final Prospectus, or in any amendment or supplement thereto, or caused by any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each but only with reference to information furnished in writing to the Company or the Underwriter for any legal by or other expenses reasonably incurred by it in connection with investigating or defending against on behalf of such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable specifically for inclusion in the Registration Statement or the Final Prospectus, or in any amendment or supplement thereto, and such case only indemnity will be limited to an amount equal to the extent that any such lossaggregate gross proceeds, claimnet of the underwriting discounts, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such each Selling Stockholder from the sale of the Securities Common Shares to the Underwriter. The Underwriter acknowledges that the only information furnished in writing by or on behalf of each of the Selling Stockholders for inclusion in the Final Prospectus is the following: (i) the first sentence of the second paragraph under the caption “Selling Stockholders” in the prospectus supplement dated October 28, 2004 to the Basic Prospectus, concerning the address of each selling stockholder entity or person and (ii) the tabular and footnote information under the caption “Selling Stockholders” in the prospectus supplement dated October 28, 2004 to the Basic Prospectus, concerning the name of each selling stockholder entity or person, the number and percentage of shares of Common Stock beneficially owned by each such entity or person, the number of shares of Common Stock each such entity or person is offering pursuant to this Agreementthe Offering and in the Repurchase (as defined in such prospectus supplement), and the number and percentage of shares of Common Stock beneficially owned by each such entity or person after the sale pursuant to the Offering and the Repurchase.

Indemnification by the Selling Stockholders. Each In the event that the Over-Allotment Option is exercised, each Selling Stockholder, severally and not jointly, agrees to indemnify hereby indemnifies and hold holds harmless each Underwriter, its affiliates, directors and officers Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilitiesall Liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) Liabilities arise out of or are based upon an upon: (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of (A) the Registration Statement at the time of effectiveness and at or any subsequent time pursuant to the Rules and Regulationsamendment thereto, if applicable, or any Preliminary Prospectus, Prospectus or the Time of Sale Disclosure Package, the Prospectus, Prospectus or any amendment or supplement thereto, or (B) any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, Blue Sky Application; or (ii) arise out of or are based upon the omission or alleged omission to state therein in the Registration Statement or any amendment thereto, or any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or in any Blue Sky Application, a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a no Selling Stockholder shall be liable in any such case to the extent, but only to the extent extent, that any such loss, claim, damage, liability or action arises Liabilities arise out of or is are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating written information furnished to the Company through you by or on behalf of any Underwriter specifically for use in the preparation of the Registration Statement or any such Selling Stockholderamendment thereto, any such Blue Sky Application, or any such Preliminary Prospectus or the Prospectus or any such amendment or supplement thereto or (ii) any untrue statement or omission or alleged untrue statement or omission in a Preliminary Prospectus if the Prospectus (or the Prospectus as amended and supplemented) corrects the untrue statement or omission or the alleged untrue statement or omission which is the basis for the loss, claim, damage, liability, action or proceeding for which indemnification is sought and a copy of the Prospectus (yor the Prospectus as amended and supplemented) was not sent or given to any person who received a Preliminary Prospectus, at or before the confirmation of the sale to any such person, in any case where such delivery is required by the Act; and provided further that in no event shall the liability of any Selling Stockholder’s liability hereunder Stockholder for indemnification under this Section 6(b) (and for contribution under Section 7 with respect to indemnification under this Section 6(b)) exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by the aggregate Share Purchase Price paid to such Selling Stockholder from the sale of the Securities pursuant to under this Agreement. The foregoing indemnity shall be in addition to any other liability which any Selling Stockholder may otherwise have.

Indemnification by the Selling Stockholders. Each The Stockholder shall cause each Selling StockholderStockholder to agree to, severally and not jointly, agrees to indemnify and hold harmless each Underwriterthe Company, its affiliatesdirectors, directors officers, agents and officers and employees, each person, if any, person who controls such Underwriter the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against any losses, claims, damages all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereofreview) (i) arise arising out of or are based upon an untrue statement or alleged any untrue statement of a material fact contained in the any Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any form of prospectus, or in any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that or arising solely out of or based solely upon: (i) such Selling Stockholder’s failure to comply with the Company has filed or is required to file pursuant to Rule 433(d) prospectus delivery requirements of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, Securities Act or (ii) arise out any omission of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to the extent, and will reimburse each Underwriter for but only to the extent, such untrue statement or omission is contained in any legal or other expenses reasonably incurred information so furnished in writing by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable to the Company specifically for inclusion in any such case only Registration Statement or such Prospectus or to the extent that any (1) such loss, claim, damage, liability untrue statements or action arises out of or is omissions are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding such Selling Stockholder Information relating furnished in writing to the Company by such Selling Stockholder expressly for use therein, or to the extent such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in the Registration Statement, and such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (y2) in the case of an occurrence of an event of the type specified in Section 4.3(c)(ii)-(vi), the use by such Selling Stockholder of an outdated or defective Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated or defective and prior to the receipt by such Selling Stockholder of written notice from the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any Selling Stockholder’s liability Stockholder hereunder exceed be greater in amount than the aggregate dollar amount of the net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from upon the sale of the Registrable Securities pursuant giving rise to this Agreementsuch indemnification obligation.

Indemnification by the Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a each Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with such Selling Stockholder Information relating to such each Selling Stockholder, and (y) in no event shall any a Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ ” discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each of the Selling StockholderStockholders, severally jointly and not jointlyseverally, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Underwriter or such officer, employee or controlling person may become subject, under the Act Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholderlitigation), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arises out of or is based upon (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file thereof pursuant to Rule 433(d) of 430A or 430B under the Rules and RegulationsSecurities Act, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and will reimburse each Underwriter for which is included as part of or referred to in any legal loss, claim, damage, liability or other expenses reasonably incurred action arising out of or based upon any matter covered by it in connection with investigating clause (i) or defending against (ii) above, provided that the Selling Stockholders shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence, bad faith or willful misconduct; and to reimburse each Underwriter and each such officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are incurred; providedreasonably incurred by such Underwriter or such officer, howeveremployee or controlling person in connection with investigating, that (x) a Selling Stockholder shall be liable in any such case only to the extent that defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall only apply to any loss, claim, damage, liability or action arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, however, that the liability of any Selling Stockholder Information relating under the foregoing indemnity agreement shall be limited to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed an amount equal to the aggregate amount public offering price of net proceeds (after deducting Underwriters’ discounts and commissions) received the Offered Shares sold by such Selling Stockholder from less the sale underwriting discounts as set forth on the cover page of the Securities pursuant Prospectus. The indemnity agreement set forth in this Section 9(b) shall be in addition to this Agreementany liabilities that the Selling Stockholders may otherwise have.

Indemnification by the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of such Selling Stockholder), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arises out of or is based (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file thereof pursuant to Rule 433(d) of 430A or Rule 434 under the Rules and RegulationsSecurities Act, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will to reimburse each Underwriter and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by it such Underwriter or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liabilities, expense or action; provided, however, that, notwithstanding anything to the contrary above, the liability of each Selling Stockholder under the foregoing indemnity pursuant to clauses (i) and (ii) of this Section 7(b) shall be limited to losses, claims, damages, liability or expenses arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to the Company by or with the approval of such Selling Stockholder specifically for use in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or action as such expenses are incurred; providedexpense. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have. Notwithstanding the provisions of this Section 7(b), however, that the indemnification obligations of each Selling Stockholder pursuant to this Section 7(b) shall be limited (x) in the case of a Selling Stockholder shall be liable in any such case only selling Shares, to an amount equal to the extent that any such loss, claim, damage, liability or action arises out initial offering price of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to the Shares sold by such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed less the aggregate amount underwriting discount, as set forth on the front cover page of net the Prospectus the total proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder or (y) in the case of the Wachovia Selling Stockholder, the total net proceeds received from the sale of the Securities Warrant pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each The Selling Stockholder, severally and not jointly, agrees Stockholders agree to indemnify and hold harmless each the Underwriter, its affiliates, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholderthe Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated thereon or necessary in order to make the statements therein not misleading, (ii) an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon on the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse each the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall the Company will not be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating written information furnished to such Selling Stockholderthe Company by the Underwriter, or by the Underwriter through Akerman LLP, specifically for use in the preparation thereof; it being understood and (y) in no event shall any Selling Stockholder’s liability hereunder exceed agreed that the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received only information furnished by such Selling Stockholder from the sale Underwriter consists of the Securities pursuant to this Agreementinformation described as such in Section 7(f).

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any out-of-pocket legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact fact, contained in the Registration Statement, including the 430A 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided. Notwithstanding the foregoing provisions, however, that (x) the liability of a Selling Stockholder pursuant to this Section 6(b), (A) shall be liable in only apply to any such case only to the extent that any such loss, claim, damage, liability or action arises the extent arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder’s Selling Stockholder Information, and (yB) shall be limited in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate to an amount of net proceeds equal to the aggregate purchase price (after deducting Underwriters’ less underwriting discounts and commissions) received of the Securities sold by such Selling Stockholder from under this Agreement (the sale of the Securities pursuant “Selling Stockholder Proceeds”) less any amounts that such Selling Stockholder is obligated to this Agreementpay under Section 6(e) (Contribution; Limitations on Liability; Non-Exclusive Remedy).

Indemnification by the Selling Stockholders. Each (a) Subject to the other terms of this Article 10, each of the Selling Stockholder, severally and not jointly, Stockholders agrees to indemnify and hold the Purchaser and its Affiliates, including the Company (the "Purchaser Indemnified Parties"), harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, such Selling Stockholder's Pro Rata Share of all claims, damages or liabilities, joint obligations, costs, damages, losses and expenses, whether or several, to which such Underwriter may become subject, under the Act or otherwise not involving a Claim (including in settlement reasonable attorneys' fees and costs of investigation) of any litigation if such settlement is effected with nature (collectively, "Losses"), arising out of or relating to (i) any breach or violation of the written consent representations or warranties of such Selling Stockholder, Holdings or the Company set forth in this Agreement (including the schedules), insofar as such losses, claims, damages (ii) any breach or liabilities (violation of the covenants or actions agreements of the Company set forth in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed this Agreement required to be a part performed prior to or at the Closing, (iii) any breach or violation of covenants or agreements of such Selling Stockholder or Holdings set forth in this Agreement, (iv) the failure of any portion of the Registration Statement Indebtedness or the Transaction Expenses to be paid at or prior to Closing (other than such Indebtedness for which the time of effectiveness and at any subsequent time Purchaser is to make payment pursuant to Section 1.2(c)), (v) except to the Rules and Regulations, if applicableextent such Taxes are accrued as a liability for purposes of determining Closing Working Capital as finally determined pursuant to Section 1.4, any Preliminary ProspectusTaxes (A) for which the Selling Stockholders are responsible pursuant to Section 7.2 and/or Section 7.3, (B) imposed on or incurred by any Selling Stockholder, or (C) in accordance with Section 7.6 or (vi) any failure by Holdings to pay in full and satisfy all obligations to employees of the Time Company (including all payments and obligations to be made or performed at Closing or at anytime after Closing) under the Incentive Plan. The Sellers shall not have a right of Sale Disclosure Package, the Prospectuscontribution, or any amendment or supplement theretoother means of recovery, any issuer free writing prospectus, any issuer information that from the Company has filed or is required to file pursuant to Rule 433(d) of for the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this AgreementStockholders' indemnification obligations hereunder.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesthe directors, directors officers, employees and officers agents of each Underwriter and each person, if any, person who controls such an Underwriter within the meaning of Section 15 of either the 1933 Act or Section 20 of the Exchange Act, from and 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or any of them may become subject, subject under the 1933 Act, the 1934 Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder)other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereto), including the 430A Information and Rule 430B Information, or in any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectuspreliminary prospectus, the Time of Sale General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that (x) a each Selling Stockholder shall will be liable in any such case only to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto in reliance upon and in conformity with Selling Stockholder Information relating written information furnished to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received Company by such Selling Stockholder from for inclusion therein. This indemnity agreement will be in addition to any liability which each Selling Stockholder may otherwise have. The liability of each Selling Stockholder under the sale indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate initial public offering price of the Securities pursuant to Common Stock sold by such Selling Stockholder under this Agreement.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and Indemnified Party against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of unless such Selling StockholderStockholder elects to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in connection therewith), insofar as such losseswhich may be based upon the Securities Act, claimsthe Exchange Act, damages or liabilities any other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or the Prospectus (or actions in respect thereofany such documents, as from time to time amended and supplemented) (i) arise out of or are based upon includes an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and will reimburse each Underwriter in conformity with, written information furnished to the Company by any Underwriter, directly or through the Representatives, specifically for any legal or other expenses reasonably incurred by it use in connection with investigating or defending against the preparation thereof; provided, however, that the indemnification obligation arising under this Section 8(b) shall apply only to the extent that such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only expense is caused by or related to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to such Selling Stockholder Information relating furnished in writing to the Company by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendments or supplements thereto. Such Selling Stockholder shall be entitled to participate at his own expense in the defense, or, if he so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Selling Stockholder elects to assume the defense, such defense shall be conducted by counsel chosen by him. In the event that any Selling Stockholder elects to assume the defense of any such suit and retain such counsel, the Underwriter Indemnified Parties, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) such Selling Stockholder shall have specifically authorized the retaining of such counsel, or (ii) the parties to such suit include such Underwriter Indemnified Parties and such Selling Stockholder and such Underwriter Indemnified Parties have been advised by counsel to the Underwriters that one or more legal defenses may be available to them which may not be available to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by which case such Selling Stockholder from shall not be entitled to assume the sale defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. Subject to Section 8(e) below, this indemnity agreement is not exclusive and will be in addition 20 21 SOUNDVIEW TECHNOLOGY GROUP, INC. DAIN XXXXXXXX XXXSXXX XXXXXXX XXXEX & XSSOCIATES JUNE __, 1999 to any liability which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party. The Company and the Selling Stockholders may agree, as among themselves and without limiting the rights of the Securities pursuant to Underwriters under this Agreement, as to their respective amounts of such liability for which they each shall be responsible.

Indemnification by the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriterthe Company, its affiliatesdirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from each Underwriter, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Underwriter or such controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arises out of or is based (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file thereof pursuant to Rule 433(d) of 430A, Rule 430B or Rule 430C under the Rules and RegulationsSecurities Act, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and will only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus, or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholders expressly for use therein and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by it such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or action as such expenses are incurred; providedexpense to the extent, however, that (x) a Selling Stockholder shall be liable in any such case but only to the extent that any such lossextent, claim, damage, liability or action arises arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representative expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that the liability under this subsection of each Selling Stockholder Information relating shall be limited to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed an amount equal to the aggregate amount of net gross proceeds (after deducting Underwriters’ discounts underwriting commissions and commissions) received by discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Securities pursuant to this AgreementSelling Stockholders may otherwise have.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ ” discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a no Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating written information furnished to such Selling Stockholderthe Company by you, or by any Underwriter through you, specifically for use in the preparation thereof; it being understood and (y) in no event shall any Selling Stockholder’s liability hereunder exceed agreed that the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received only information furnished by such Selling Stockholder from the sale an Underwriter consists of the Securities pursuant to this Agreementinformation described as such in Section 6(f).

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and Indemnified Party against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of unless such Selling StockholderStockholder elects to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in connection therewith), insofar as such losseswhich may be based upon the Securities Act, claimsthe Exchange Act, damages or liabilities any other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or the Prospectus (or actions in respect thereofany such documents, as from time to time amended and supplemented) (i) arise out of or are based upon includes an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and will reimburse each Underwriter in conformity with, written information furnished to the Company by any Underwriter, directly or through the Representatives, specifically for any legal or other expenses reasonably incurred by it use in connection with investigating or defending against the preparation thereof; provided, however, that the indemnification obligation arising under this Section 7(b) shall apply only to the extent that such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only expense is caused by or related to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with Selling Stockholder Information information relating to such Selling Stockholder, and (y) Stockholder furnished in no event shall any Selling Stockholder’s liability hereunder exceed writing to the aggregate amount Company by or on behalf of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from expressly for use in the sale Registration Statement, any Preliminary Prospectus, the Prospectus or any amendments or supplements thereto. Such Selling Stockholder shall be entitled to participate at his own expense in the defense, or, if he so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Selling Stockholder elects to assume the Securities pursuant defense, such defense shall be conducted by counsel chosen by him. In the event that any Selling Stockholder elects to this Agreement.assume the defense of any such suit and retain such counsel, the Underwriter Indemnified Parties, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) such Selling Stockholder shall have specifically authorized the retaining of such counsel, or (ii) the parties to such suit include such Underwriter Indemnified Parties and such Selling Stockholder and such Underwriter Indemnified Parties have been advised by counsel to the Underwriters that one or

Indemnification by the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Underwriter or such controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arises out of or is based (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file thereof pursuant to Rule 433(d) of 430A, Rule 430B or Rule 430C under the Rules and RegulationsSecurities Act, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by it such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, however, that a Selling Stockholder shall only be subject to the foregoing indemnity agreement to the extent, but only to the extent, that any loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder Information relating to expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the information concerning such Selling StockholderStockholder under the heading “Selling Stockholders,” or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement; and provided, and (y) in no event further, that the liability under this subsection of each Selling Stockholder shall any Selling Stockholder’s liability hereunder exceed be limited to an amount equal to the aggregate amount of net gross proceeds (after deducting Underwriters’ discounts underwriting commissions and commissions) received by discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Securities pursuant to this AgreementSelling Stockholders may otherwise have.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net gross proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of such Selling Stockholderthe Company, which consent shall not be unreasonably withheld), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arises out of or is based (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file thereof pursuant to Rule 433(d) of 430A under the Rules and RegulationsSecurities Act, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of subparagraphs (i) and (ii) of this Section 7(a)(2) 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 conformity with written information furnished to the Company or such Underwriter by such Selling Stockholder, directly or through such Selling Stockholder's representatives, specifically for use in the preparation thereof; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of such Selling Stockholder contained herein; or (iv) in whole or in part upon any failure of such Selling Stockholder to perform their respective obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and will reimburse each Underwriter for which is included as part of or referred to in any legal loss, claim, damage, liability or other expenses reasonably incurred action arising out of or based upon any matter covered by it in connection with investigating clause (i), (ii), (iii) or defending against (iv) above, provided that such Selling Stockholder shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxxxx Xxxxxxxx) as such expenses are incurredreasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; providedPROVIDED, howeverHOWEVER, that (x) a Selling Stockholder the foregoing indemnity agreement shall be liable in not apply to any such case loss, claim, damage, liability or expense to the extent, but only to the extent extent, that any such loss, claim, damage, liability or action expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating written information furnished to such Selling StockholderStockholder by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and PROVIDED, FURTHER, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, and if the Prospectus (yas so amended or supplemented) in no event would have cured the defect giving rise to such loss, claim, damage, liability or expense; PROVIDED, FURTHER, that the liability of each Selling Stockholder under the foregoing indemnity agreement shall any Selling Stockholder’s liability hereunder exceed be limited to the aggregate amount product of net proceeds (after deducting Underwriters’ discounts and commissions1) received the number of Shares sold by such Selling Stockholder from and (2) the sale public offering price of the Securities pursuant Shares as set forth on the cover page of the Prospectus minus the underwriting discount and commission per Share as set forth on the cover page of the Prospectus. The indemnity agreement set forth in this Section 7(a) shall be in addition to this Agreementany liabilities that the Selling Stockholders may otherwise have.

Indemnification by the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon upon: (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road showroadshow, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; providedin each case to the extent, however, that (x) a Selling Stockholder shall be liable in any such case but only to the extent extent, that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with Selling Stockholder Information relating written information furnished to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received Company by such Selling Stockholder from specifically for use in the sale preparation thereof. The aggregate liability of each Selling Stockholder under this Section 8(b) hereof shall be limited to an amount equal to the sum of the Securities pursuant to aggregate purchase price of the shares of Common Stock sold by such Selling Stockholder under this Agreement.

Indemnification by the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, agrees to indemnify and hold harmless each Underwriter(i) the Company, its affiliatesdirectors, directors each of its officers who signed the Registration Statement, and officers each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, in accordance with the terms of the Registration Rights Agreement; (ii) each other Selling Stockholder and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act and each of the respective officers, directors and employees of each of the foregoing in accordance with the terms of the Registration Rights Agreement and (iii) each U.S. Underwriter and each person, if any, who controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense to which any U.S. Underwriter, or such aforementioned persons may become subject under the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder)otherwise, insofar as such lossesloss, claimsliability, damages or liabilities (or actions in respect thereof) (i) claim, damage, and expense arise out of of, or are is based upon an upon, any untrue statement or alleged untrue statement of a any material fact contained made in the Registration StatementStatement (or any amendment thereto), including the Rule 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and RegulationsRule 434 Information, if applicable, or any Preliminary Prospectus, preliminary prospectus or the Time of Sale Disclosure Package, the Prospectus, U.S. Prospectus (or any amendment or supplement thereto) or arises out of, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such U.S. Underwriter or such aforementioned persons for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, liability, claim, damage or expense, in each instance to the extent, but only to the extent, that any such loss, liability, claim, damage, liability and expense arises out of, or action as is based upon, an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in said Registration State- ment (or any amendment thereto) including the Rule 430A Information and Rule 434 Information if applicable, or any preliminary prospectus or U.S. Prospectus (or any amendment or supplement thereto) in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of such expenses are incurredSelling Stockholder specifically for use therein; provided, however, that (x) a the liability of any Selling Stockholder under this Section 6(b)(iii) shall be liable in any such case only limited to an amount equal to the extent that proceeds of the sale of U.S. Securities by such Selling Stockholder (net of all costs and expenses (including underwriting commissions and disbursements) paid or incurred by such Selling Stockholder in connection with the registration and sale of the U.S. Securities) and (y) the foregoing indemnity provided under Section 6(b)(iii) with respect to any preliminary prospectus shall not inure to the benefit of any U.S. Underwriter (or to the benefit of any person controlling such U.S. Underwriter) from whom the person asserting any such loss, claimliability, damage, liability claim or action arises out of or is based upon an damage purchased U.S. Securities if such untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon such preliminary prospectus is eliminated or remedied in the U.S. Prospectus (as amended or supplemented by the Company if the Company shall have furnished any amendments or supplements thereto) and in conformity with Selling Stockholder Information relating a copy of the U.S. Prospectus (as so amended or supplemented), which at such time had been provided to the U.S. Underwriters for their use, shall not have been furnished to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed person at or prior to the aggregate amount written confirmation of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the such Securities pursuant to this Agreementsuch person. .

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which the Underwriter or such Underwriter controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of such the Selling Stockholder), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arises out of or is based upon: (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will to reimburse each Underwriter and each such controlling person for any and all reasonable expenses (including reasonable legal or other fees and disbursements of counsel) as such expenses are reasonably incurred by it the Underwriter or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability liability, expense or action as such expenses are incurredaction; provided, however, that that: (xi) a Selling Stockholder shall be liable in any such case case, each Selling Stockholder will only be liable, severally and not jointly, to the extent that any such loss, claim, damage, liability or action expense arises out of or is based upon an any untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information relating to such Selling Stockholder that was furnished by or on behalf of such Selling Stockholder to the Company expressly for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); (ii) no Selling Stockholder will be liable under this Section 9(b) for any amount in excess of the aggregate gross proceeds received by such Selling Stockholder from the sale of Shares less underwriting discounts and commissions; and (iii) the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished to the Company consists of the information described as such in Section 9(c) below. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreementmay otherwise have.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any roadshow or investor presentations, including any Written Testing-the-Waters Communications, made to investors by the Company (whether in person or electronically) or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Underwriter or such controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arises out of or is based (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file thereof pursuant to Rule 433(d) of 430A, Rule 430B or Rule 430C under the Rules and RegulationsSecurities Act, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by it such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or action as such expenses are incurred; providedexpense to the extent, however, that (x) a Selling Stockholder shall be liable in any such case but only to the extent that any such lossextent, claim, damage, liability or action arises arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representative expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that the liability under this subsection of each Selling Stockholder Information relating shall be limited to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed an amount equal to the aggregate amount of net gross proceeds (after deducting Underwriters’ discounts underwriting commissions and commissions) received by discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Securities pursuant to this AgreementSelling Stockholders may otherwise have.

Indemnification by the Selling Stockholders. Each (a) It shall be a condition precedent to any right of registration under this Agreement that each Selling StockholderStockholder shall furnish to the Company in writing such information as shall be reasonably requested by the Company concerning each Selling Stockholder and the Registrable Shares held by him for use in a Registration Statement or any preliminary prospectus, severally final prospectus or summary prospectus contained therein, or any amendment or supplement thereto ("Prospectus"), and not jointly, each Selling Stockholder hereby agrees to indemnify and hold harmless each Underwriterthe Company, its affiliatesofficers and directors, directors each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, and officers each underwriter or broker of the Registrable Shares registered pursuant to such request, and each person, if any, who controls such Underwriter underwriter or broker within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, expenses, damages or liabilities, joint or several, liabilities to which the Company or any such Underwriter officer or director or broker or underwriter or controlling person may become subject, subject under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder)otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) (i) arise out of or are based upon an any untrue statement (or alleged untrue untrue) statement of a any material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectusin, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or (necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading) omitted from (or allegedly omitted from), and will reimburse a Registration Statement or Prospectus covering the Registrable Shares, in each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such losscase to the extent, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case but only to the extent extent, that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with Selling Stockholder Information relating written information furnished to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received Company by such Selling Stockholder from specifically for use in such Registration Statement. Each Selling Stockholder hereby agrees upon the sale reasonable request of the Securities pursuant Company to this Agreementexecute such additional documents and instruments that set forth the indemnification provision contained herein.

Indemnification by the Selling Stockholders. (a) Each of the Selling Stockholder, severally and not jointly, Stockholders agrees subsequent to the Closing to indemnify and hold each of Fresh Juice and Merger Sub and their respective shareholders, subsidiaries, representatives and affiliates and persons serving as officers, directors, partners, employees or agents thereof harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any damages (including punitive damages), liabilities, losses, claimstaxes, damages fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or liabilitiesnature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, joint defense or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of the foregoing pursuant to this Section 7.1) (hereinafter, collectively referred to as "Loss") which may be sustained or suffered by any litigation if such settlement is effected with of them arising out of or based upon any of the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) following matters: (i) arise out of fraud, intentional misrepresentation or are based upon an untrue statement a deliberate or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and willful breach by any other information deemed to be a part of the Registration Statement at the time Selling Stockholders or Hansxx'x xx any of effectiveness and at any subsequent time pursuant to the Rules and Regulationstheir respective representations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, warranties or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or covenants under this Agreement; 20 22 (ii) arise any other material breach of any representation, warranty or covenant of the Selling Stockholders or Hansxx'x xxxer this Agreement or in any certificate delivered by any of the Selling Stockholders or Hansxx'x hereunder, or by reason of any material claim, action or proceeding asserted or instituted growing out of any matter or are based upon the omission or alleged omission to state therein thing constituting a material fact required to be stated therein breach of such representations, warranties or necessary to make the statements therein not misleadingcovenants; (iii) Assessments, and will reimburse each Underwriter for any legal fines or other expenses reasonably incurred by it penalties resulting from or arising in connection with investigating any tax audit, review or defending assessment relating to any income, sales, use, property or other tax return filed, or which should have been filed, by Hansxx'x xxxor to the Effective Time. (iv) product liability claims resulting from product manufactured by Hansxx'x xx or prior to the Effective Time, irrespective of when such claims are asserted. (b) The Selling Stockholders' indemnification obligations under this Section 7 shall be joint and several. However, any claims against each Selling Stockholder for indemnification of a Loss pursuant to this Section 7 (the "Claims") shall be limited to the sum of the aggregate dollar value of the Merger Consideration received by each such loss, claim, damage, liability or action Selling Stockholder (calculated as such expenses are incurredof the Effective Time); provided, however, that (x) a Selling Stockholder there shall be liable in no limitation on Claims related to Section 3.4, 3.6, 3.7, 3.12, 3.19, 3.26 and 7.1(a)(iii) hereof. (c) Notwithstanding anything herein to the contrary, unless any such case only Loss to be indemnified hereunder exceeds One Hundred Thousand and 00/100 Dollars ($100,000) (either individually or in the aggregate with other Losses to be indemnified under this Section 7), the Selling Stockholders shall have no obligation to indemnify Fresh Juice in connection therewith; provided, however, that this subsection 7.1(c) shall not apply to the extent that any such lossrepresentations and warranties and/or covenants contained in Sections 3.9(i), claim3.27, damage9.7(c), liability or action arises out 9.7(d) hereof. (d) Other than as provided by law, this Section 7 contains the sole remedies of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity the parties hereto with Selling Stockholder Information relating respect to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder claims arising from the sale subject matter of the Securities pursuant to this Agreement.Section 7. 7.2

Indemnification by the Selling Stockholders. Each In the event of any registration of any of the Registrable Securities under the Securities Act or any other Applicable Securities Laws pursuant to this Agreement, each Selling Stockholder, severally and not jointly, agrees to Stockholder will indemnify and hold harmless the Company, each Underwriterof its directors, each of its affiliatesofficers who has signed such registration statement, directors each underwriter involved in such registration, each other Selling Stockholder and officers their respective officers, directors, stockholders and partners and each person, if any, who controls the Company or any such Underwriter underwriter or Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct or any other Applicable Securities Laws, from and against any losses, claims, damages or liabilities, joint or several, to which the Company, such Underwriter directors and officers, such underwriter or Selling Stockholder or its respective officers, directors, stockholders or partners or controlling persons may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany registration statement under which such Registrable Securities were registered, including the 430A Information and any preliminary prospectus, final prospectus or other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectusdocument contained in such registration statement, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingsuch registration statement, and will reimburse each Underwriter the Company, the underwriters, Selling Stockholders and their respective officers, directors, stockholders, partners and controlling persons for any legal or any other expenses reasonably incurred by it any of them in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue action, if the statement or omission or alleged omission was made in reliance upon and in conformity with Selling Stockholder Information relating information furnished in writing to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount Company by or on behalf of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder or its officers, directors, stockholders or partners or controlling persons, specifically for use in connection with the preparation of such registration statement, preliminary prospectus, final prospectus or other information document or any such amendment or supplement thereto; provided, however, that the obligation to indemnify will be several, not joint and several, among the Selling Stockholders and the liability of each such Selling Stockholder will be in proportion to and limited to the proceeds received by it from the sale of the Registrable Securities pursuant to this Agreementsuch registration statement.

Indemnification by the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, agrees to indemnify and hold harmless each Underwriter(i) the Company, its affiliatesdirectors, directors each of its officers who signed the Registration Statement, and officers each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, in accordance with the terms of the Registration Rights Agreement, (ii) each other Selling Stockholder and each person, if any, who controls such Underwriter Selling Stockholder within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act and each of the respective officers, directors and employees of each of the foregoing in accordance with the terms of the Registration Rights Agreement and (iii) each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense to which any International Manager, or such aforementioned persons may become subject under the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder)otherwise, insofar as such lossesloss, claimsliability, damages or liabilities (or actions in respect thereof) (i) claim, damage, and expense arise out of of, or are is based upon an upon, any untrue statement or alleged untrue statement of a any material fact contained made in the Registration StatementStatement (or any amendment thereto), including the Rule 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and RegulationsRule 434 Information, if applicable, or any Preliminary Prospectus, preliminary prospectus or the Time of Sale Disclosure Package, the Prospectus, International Prospectus (or any amendment or supplement thereto) or arises out of, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter such International Manager or such aforementioned persons for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, liability, claim, damage or expense, in each instance to the extent, but only to the extent, that any such loss, liability, claim, damage, liability and expense arises out of, or action as is based upon, an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in said Registration Statement (or any amendment thereto) including the Rule 430A Information and Rule 434 Information if applicable, or any preliminary prospectus or International Prospectus (or any amendment or supplement thereto) in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of such expenses are incurredSelling Stockholder specifically for use therein; provided, however, that (x) a the liability of any Selling Stockholder under this Section 6(b)(iii) shall be liable in any such case only limited to an amount equal to the extent that proceeds of the sale of International Securities by such Selling Stockholder (net of all costs and expenses (including underwriting commissions and disbursements) paid or incurred by such Selling Stockholder in connection with the registration and sale of the International Securities) and (y) the foregoing indemnity provided under Section 6(b)(iii) with respect to any preliminary prospectus shall not inure to the benefit of any International Manager (or to the benefit of any person controlling such International Manager) from whom the person asserting any such loss, claimliability, damage, liability claim or action arises out of or is based upon an damage purchased International Securities if such untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon such preliminary prospectus is eliminated or remedied in the International Prospectus (as amended or supplemented by the Company if the Company shall have furnished any amendments or supplements thereto) and in conformity with Selling Stockholder Information relating a copy of the International Prospectus (as so amended or supplemented), which at such time had been provided to the International Managers for their use, shall not have been furnished to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed person at or prior to the aggregate amount written confirmation of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the such Securities pursuant to this Agreementsuch person.

Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each the Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, Regulations or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each the Underwriter for any out-of-pocket legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ Underwriter’s discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.