Common use of Indemnification by the Shareholder Clause in Contracts

Indemnification by the Shareholder. Each Shareholder will, and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company within the meaning of the Securities Act and Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Shareholder for use in the preparation of such Registration Statement or amendment thereto or Prospectus or supplement thereto; provided, however, that the Shareholder shall not be liable to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, or controlling person and shall survive the transfer of such securities by the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Shareholder from the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Shareholder. Each The Shareholder will, and hereby does, agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director and officer of the Company, Company and each other Personof its Affiliates, if anydirectors, officers, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act and or the Exchange Act, with respect to the fullest extent permitted by applicable Law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Shareholder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact from such Registration Statementrequired to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that any Prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in reliance upon and in conformity with any written information furnished to the Company by or on behalf the Shareholder specifically for use inclusion therein or (B) in connection with the offer or sale of the Registrable Securities, any violation or alleged violation by the Shareholder of the Securities Act, the Exchange Act, any other federal Law, any state or foreign securities Law, or any rule or regulation promulgated under of the foregoing Laws to the extent, but only to the extent, such violation or alleged violation arises from the Shareholder’s (and not the Company’s or any other Person’s) misconduct, and, in any such case of (A) or (B), the Shareholder agrees to reimburse each such Indemnified Party, as incurred, for any outside legal or other expenses reasonably incurred by them in connection with investigating, preparing or defending any such Loss, claim, damage, liability, action or investigation (whether or not the indemnified party is a party to any proceeding); provided, however, that the total amount to be indemnified by the Shareholder pursuant to this Section 1(f)(ii) shall be limited to the net proceeds (after deducting Underwriters’ discounts and commissions) received by the Shareholder in the preparation of offering to which such Registration Statement or amendment thereto or Prospectus or supplement theretorelates; provided, howeverfurther, that the Shareholder shall not be liable in any case to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company prior to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning Disclosure Package, or any amendment thereof or supplement thereto, it has furnished in writing to the ShareholderCompany, except information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the CompanyDisclosure Package, or any such directoramendment thereof or supplement thereto, officer, which corrected or controlling person and shall survive made not misleading information previously provided to the transfer of such securities by Company. This indemnity agreement will be in addition to any liability which the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Shareholder from the sale of the Registrable Securities giving rise to such indemnification obligationmay otherwise have.

Indemnification by the Shareholder. Each The ---------------------------------- Shareholder will, and hereby does, shall indemnify and hold harmless the Purchaser and the Company and each of their officers, directors, employees, shareholders and affiliates (in collectively, the same manner "Purchaser Indemnified Parties") from and against any and all losses, claims, assessments, demands, damages, liabilities, obligations, costs and/or expenses whatsoever (hereinafter referred to collectively as the same extent "Purchaser's Damages"), including, without limitation, Purchaser's Counsel Expenses (as set forth in subdivision hereinafter defined), sustained or incurred by any of the Purchaser Indemnified Parties as a result of or arising from (a) of this Section 6i) the Company, each director and officer breach of any of the Companyobligations, and each other Personcovenants or provisions of, if anyor the inaccuracy of any of the representations or warranties made by, who controls the Company within or the meaning Shareholder herein, (ii) any claim asserted against any of the Securities Act and Exchange Act, Purchaser Indemnified Parties with respect to the Computer Software and (iii) any untrue statement claim asserted against any of the Purchaser Indemnified Parties arising out of the Employment Agreement dated as of April 27, 1997 between the Company and Xxxxxxxx Xxxxxxxxx. For purposes hereof "Purchaser's Counsel Expenses" shall mean reasonable fees and disbursements of counsel howsoever sustained or alleged untrue statement incurred by any of a material fact the Purchaser Indemnified Parties, including, without limitation, in any action or omission proceeding between any of the Purchaser Indemnified Parties and the Shareholder or alleged omission to state a material fact from such Registration Statement, in any Prospectus contained therein, action or proceeding between any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon of the Purchaser Indemnified Parties and in conformity with written information furnished any third party. In addition to the Company by right of the Purchaser to indemnification hereunder, the Purchaser shall have the right from time to time to set off the amount of any of the Purchaser's Damages against any payments of principal and/or interest due and payable to the Shareholder for use in under the preparation of such Registration Statement or amendment thereto or Prospectus or supplement theretoNote and/or the Earn-Out Payments; provided, however, that the Shareholder -------- ------- Purchaser agrees that it will not exercise its right to set off under this Section X(A) the amount of any of the Purchaser's Damages which it may sustain or incur by reason of a breach of the Shareholder's covenants contained in Section XI hereof. The Purchaser shall not be liable place into escrow any amounts it is seeking to set off with an escrow agent mutually agreeable to the extent that Shareholder and the losses, liabilities or expenses arise out Purchaser. Any amounts of or are based upon (i) the use cash set off by the Company of any Prospectus after such time as the obligation of the Company Purchaser which are later awarded to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing accordance with Section XIII(G) hereof, shall accrue interest at a rate of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, or controlling person and shall survive the transfer of such securities by the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Shareholder from the sale of the Registrable Securities giving rise to such indemnification obligation.six and

Indemnification by the Shareholder. Each During the period commencing on the Closing Date and ending on the second anniversary thereof, the Shareholder will, and hereby does, agrees to indemnify and hold harmless LTC and its affiliates at all times against and in respect of all losses, liabilities, costs and expenses (in including reasonable attorneys' fees) which arise out of or are based on (a) any taxes (federal, state or local) payable by the same manner and to Seller, (b) any breach of the same extent as representations, warranties, covenants or agreements of the Selling Parties set forth in subdivision this Agreement and (ac) of this Section 6) the Companyany Excluded Liabilities; provided, each director that if on such second anniversary there is pending any claim by LTC for indemnification hereunder, then such two-year period shall be extended with respect to such claim until such matter is resolved and officer of the Company, and each other Personpayment, if any, who controls is made to LTC. LTC shall promptly notify the Company within Shareholder in writing of all matters which may give rise to the meaning right to indemnification hereunder, it being understood that if the Shareholder does not receive notice of any matter known to LTC and as to which LTC is entitled to indemnification hereunder in time to contest the Securities Act and Exchange Actdetermination of any such liability which is susceptible to being successfully contested, the Shareholder shall not be obligated to indemnify LTC with respect thereto. The Shareholder shall not, without the prior written consent of LTC, which shall not be unreasonably withheld, settle or compromise or consent to the entry of any judgment with respect to any untrue statement pending or alleged untrue statement threatened claim, action, suit or proceeding in respect of a material fact in which indemnification may be sought hereunder (whether or omission not LTC is an actual or alleged omission potential party to state a material fact from such Registration Statementclaim, action, suit or proceeding) unless such settlement, compromise or consent involves only the payment of money damages and does not impose an injunction or other equitable relief upon LTC. The Shareholder shall have the right to defend (without the consent of LTC) through counsel of its own choosing, at its own expense, any Prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made action which may be brought by a third party in reliance upon and in conformity with written information furnished to the Company by the Shareholder for use in the preparation of such Registration Statement or amendment thereto or Prospectus or supplement theretoconnection therewith; provided, however, that LTC shall have the right to have its counsel participate fully in such defense at their own expense. LTC and the Shareholder shall keep each other informed of all settlement negotiations with third parties and of the progress of any litigation with third parties. LTC and the Shareholder shall permit each other reasonable access to books and records and otherwise cooperate with all reasonable requests of each other in connection with any matter or claim for indemnification by a third party. With respect to the breaches of the representations and warranties set forth in Sections 3.12, 3.15, 3.19 and 3.20 and the covenants in Article 5, the Shareholder shall not be liable required to indemnify LTC until the extent indemnifiable damages, in the aggregate, exceed $5,000 (the "Hurdle Rate"), at which point the Shareholder shall be responsible for all indemnifiable damages that may arise, irrespective of the lossesHurdle Rate; provided, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after that indemnifiable damages shall accumulate until such time as they exceed the obligation of Hurdle Rate, whereupon LTC shall be entitled to seek indemnification for the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, or controlling person and shall survive the transfer amount of such securities by the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Shareholder from the sale of the Registrable Securities giving rise to such indemnification obligationdamages.

Indemnification by the Shareholder. Each (a) In the case of each offering of Registrable Securities, the Shareholder will, and hereby does, agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 63.13 above) the Company, each director and officer Person referred to in clause (1), (2) or (3) of Section 11(a) of the CompanySecurities Act (except if such Person is also a selling shareholder under such registration) in respect of the registration statement, and each other Person, if any, who controls the Company within the meaning of Section 15 the Securities Act and Exchange Act(except if such Person is also a selling shareholder under such registration), with respect to any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which the Registrable Securities are registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement thereto, or that arises out of or is 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, which, in each case, is made in or omitted from such Registration Statementthe registration statement, any Prospectus contained therein, preliminary or any final prospectus or amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Shareholder specifically for use in the preparation of such Registration Statement or amendment thereto or Prospectus or supplement theretothereof; provided, however, that the indemnification obligations of the Shareholder shall not be liable limited to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use net proceeds received by the Company Shareholder from the sale of any Prospectus after Registrable Securities pursuant to such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplementedregistration. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, Company or any such director, officer, or controlling person indemnified by virtue of this Section 3.14 and shall survive the transfer of such securities by the ShareholderShareholder and the expiration or termination of this Agreement. In no event shall the case of an offering made pursuant to this Agreement with respect to which the Company has designated the lead or managing underwriters (or the Company is offering securities directly, without an underwriter), this indemnity does not apply to any loss, claim, damage or liability arising out of or related to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy 11 of a final prospectus or offering memorandum was not sent or given by or on behalf of any Shareholder hereunder be greater in amount than underwriter (or the dollar amount Company, as the case may be) to such Person asserting such loss, claim, damage or liability at or prior to the written confirmation of the net proceeds received by such Shareholder from the sale of the Registrable Securities giving rise to as required by the Securities Act and such indemnification obligationuntrue statement or omission has been corrected in such final prospectus or offering memorandum.

Indemnification by the Shareholder. Each In the event of a registration of any of the Registration Shares under the Securities Act pursuant to Section 8 or 9 hereof, the Shareholder will, (severally and hereby does, not jointly) will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director and officer of the Company, and each other Personperson, if any, who controls the Company within the meaning of the Securities Act and Exchange Act, with each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or officer or director or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in or omission or alleged omission to state a material fact from the registration statement under which such Registration StatementShares were registered under the Securities Act pursuant to Section 8 or 9, any Prospectus preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Shareholder will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability 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 written information pertaining to such seller, as such, furnished in writing to the Company by the Shareholder such seller specifically for use in the preparation of such Registration Statement registration statement or amendment thereto or Prospectus or supplement theretoprospectus; provided, further, however, that the liability of each selling Shareholder hereunder shall not be liable limited to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, or controlling person and shall survive the transfer of such securities by the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Shareholder seller from the sale of the Registrable Securities giving rise to Registration Shares covered by such indemnification obligationregistration statement.

Indemnification by the Shareholder. Each (a) In the case of each offering of Registrable Securities, the Shareholder will, and hereby does, agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 63.13 above) the Company, each director and officer Person referred to in clause (1), (2) or (3) of Section 11(a) of the CompanySecurities Act (except if such Person is also a selling shareholder under such registration) in respect of the registration statement, and each other Person, if any, who controls the Company within the meaning of Section 15 the Securities Act and Exchange Act(except if such Person is also a selling shareholder under such registration), with respect to any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which the Registrable Securities are registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement thereto, or that arises out of or is 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, which, in each case, is made in or omitted from such Registration Statementthe registration statement, any Prospectus contained therein, preliminary or any final prospectus or amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Shareholder specifically for use in the preparation of such Registration Statement or amendment thereto or Prospectus or supplement theretothereof; provided, however, that the indemnification obligations of the Shareholder shall not be liable limited to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use net proceeds received by the Company Shareholder from the sale of any Prospectus after Registrable Securities pursuant to such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplementedregistration. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, Company or any such director, officer, or controlling person indemnified by virtue of this Section 3.14 and shall survive the transfer of such securities by the ShareholderShareholder and the expiration or termination of this Agreement. In no event shall the case of an offering made pursuant to this Agreement with respect to which the Company has designated the lead or managing underwriters (or the Company is offering securities directly, without an underwriter), this indemnity does not apply to any loss, claim, damage or liability arising out of or related to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of any Shareholder hereunder be greater in amount than underwriter (or the dollar amount Company, as the case may be) to such Person asserting such loss, claim, damage or liability at or prior to the written confirmation of the net proceeds received by such Shareholder from the sale of the Registrable Securities giving rise to as required by the Securities Act and such indemnification obligationuntrue statement or omission has been corrected in such final prospectus or offering memorandum.

Indemnification by the Shareholder. Each The Shareholder willshall, and hereby does, agrees to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director its directors, officers, employees and officer of the Company, and each other Personcontrolling Persons, if any, who controls and each underwriter, its partners, officers, directors, employees and controlling persons, if any, in any offering or sale of Shares, against any Claims to which the Company within the meaning Company, its directors, officers, employees and controlling Persons, if any, may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), arise out of the Securities Act and Exchange Act, with respect to any or are based upon (A) an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or omission any preliminary or alleged omission to state a material fact from such Registration Statement, any Prospectus final prospectus contained therein, or any amendment or supplement thereto, if or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case 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 by the Shareholder Holder or such agent or underwriter (as the case may be) expressly for use therein, and/or (B) an untrue statement or alleged untrue statement or omission in a preliminary prospectus if the preparation Company furnished copies of such Registration Statement or a final prospectus, amendment thereto or Prospectus or supplement thereto; providedthereto that corrected such untrue statement, howeveralleged untrue statement or omission, provided that the maximum amount for which the Shareholder should be liable under this indemnity shall not be liable to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, or controlling person and shall survive the transfer of such securities by the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of exceed the net proceeds received recovered by such Shareholder all Holders from the sale of the Registrable Securities giving rise to Shares, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company or any other indemnified Persons in connection with investigating or defending any such indemnification obligationClaim.

Indemnification by the Shareholder. Each The Shareholder willshall, and ---------------------------------- hereby does, agrees to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director its directors, officers, employees and officer of the Company, and each other Personcontrolling Persons, if any, who controls and each underwriter, its partners, officers, directors, employees and controlling persons, if any, in any offering or sale of Shares, against any Claims to which the Company within the meaning Company, its directors, officers, employees and controlling Persons, if any, may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), arise out of the Securities Act and Exchange Act, with respect to any or are based upon (A) an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or omission any preliminary or alleged omission to state a material fact from such Registration Statement, any Prospectus final prospectus contained therein, or any amendment or supplement thereto, if or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case 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 by the Shareholder Holder or such agent or underwriter (as the case may be) expressly for use therein, and/or (B) an untrue statement or alleged untrue statement or omission in a preliminary prospectus if the preparation Company furnished copies of such Registration Statement or a final prospectus, amendment thereto or Prospectus or supplement thereto; providedthereto that corrected such untrue statement, howeveralleged untrue statement or omission, provided that the maximum amount for which the Shareholder should be liable under this indemnity shall not be liable to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, or controlling person and shall survive the transfer of such securities by the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of exceed the net proceeds received recovered by such Shareholder all Holders from the sale of the Registrable Securities giving rise to Shares, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company or any other indemnified Persons in connection with investigating or defending any such indemnification obligationClaim.

Indemnification by the Shareholder. Each The Shareholder will(for purposes of this Section 9.3, and hereby does"Indemnitor"), shall indemnify and hold AHC, AHC Sub and their respective officers, directors, shareholders, agents and employees (each of the foregoing for purposes of this Section 9.3, an "Indemnified Person"), harmless from and against any and all Damages (i) arising from or by reason of or resulting from any breach by Indemnitor of any representation, warranty, agreement or covenant contained in this Agreement (including the same manner Schedules and Exhibits hereto) and each document, certificate or other instrument furnished or to be furnished by Indemnitor hereunder, (ii) any claims whatsoever by Shareholder's father, Robexx X. Xxxxx, xx any other person asserting that it owns an equity interest, or has a contingent arrangement with respect to acquiring an equity interest, the Company, including, without limitation, any claims under or in any way arising out of that certain Stock Purchase Agreement dated August 29, 1995, by and between Robexx X. Xxxxx xxx Shareholder, (iii) any liabilities, contingent or otherwise (known or unknown and asserted or unasserted) arising out of transactions effected or events occurring on or prior to the same extent Closing Date, except as set forth in subdivision the Balance Sheet or incurred in the ordinary course of business since the Balance Sheet Date and except if disclosed on a Schedule hereto (a) of this Section 6unless set forth on Schedule 9.3); and (iv) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company within the meaning of the Securities Act and Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Shareholder for use in the preparation of such Registration Statement or amendment thereto or Prospectus or supplement theretomatters described on Schedule 9.3; provided, however that except for a claim relating to (ii) above or tax or environmental matters, no claim shall be made for Damages under this Section 9.3 until, and such claims may be made only to the extent that, the dollar amount of all such Damages shall exceed in the aggregate $50,000; and provided further, however, that the Shareholder indemnification for Damages under this Section 9.3 shall not exceed the aggregate amount of the Merger Consideration. In connection with Indemnitor's obligation to indemnify for expenses, any Indemnified Person shall be liable entitled to offset the amount of any Damages against the unpaid balance of the Note, upon written notice to Indemnitor of the amount and cause of such Damages, and the unpaid principal amount of the Note shall be reduced by the amount of such Damages, provided, that such Indemnified Person agrees in writing to refund all such offset expenses if and to the extent that it is finally judicially determined that such Indemnified Person is not entitled to indemnification hereunder. In the losses, liabilities or expenses arise out event that the balance of or are based upon (i) the use by the Company of any Prospectus after Note at such time is insufficient to cover the full amount of such Damages, Indemnitor shall reimburse each Indemnified Person for any remaining unoffset Damages as the obligation of the Company to keep the same effective and current has expired or (ii) the use they may be incurred by the Company of any Prospectus after such time as the Shareholder has advised the Company Indemnified Person, provided, that such Indemnified Person agrees in writing that the filing of a post-effective amendment to refund all such reimbursed expenses if and to the Registration Statement or supplement extent that it is finally judicially determined that such Indemnified Person is not entitled to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, or controlling person and shall survive the transfer of such securities by the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Shareholder from the sale of the Registrable Securities giving rise to such indemnification obligationhereunder.