Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Shareholders. In connection with any registration statement in which a Each Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 4(a) hereof) the Company, its directorseach member of the Board of Directors, officers each officer, employee, advisor, representative and agents agent of the Company, Affiliates of the foregoing and each Person Person, if any, who controls (any of the foregoing within the meaning of the 1933 Securities Act or the 0000 Xxx) the CompanyExchange Act, against with respect to any losses, claims, damages, liabilities and expenses arising out of untrue statement or based upon any alleged untrue statement of a material fact in or any omission or alleged omission to state a material fact required to be stated therein from such Registration Statement, any Prospectus contained therein, or necessary to make the statements in the registration statement any amendment or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleadingsupplement thereto, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with the written information or affidavit with respect to about such Shareholder so furnished in writing to the Company by such Shareholder expressly specifically for use inclusion in such Registration Statement, Prospectus, amendment or supplement and has not been corrected in a subsequent Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto prior to or concurrently with the registration statement or prospectussale of the Registrable Securities to the person asserting the claim; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall not be liable for any amounts in proportion to and limited to excess of the net amount proceeds received by such Shareholder from the sale sales of Registrable Securities pursuant to a the registration statement to which the claims relate; provided, further, that the obligations of the Shareholders shall be several and not joint and several. Such indemnity shall remain in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement full force and effect regardless of any such loss, claim, damage, liability, action investigation made by or proceeding if such settlement is effected without on behalf of the consent Company or any indemnified party and shall survive the transfer of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing securities by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and and, to the extent permitted by law law, agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Securities Act or the 0000 XxxExchange Act) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, provided that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 3.4 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock Shares by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Shareholders. In connection The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with any registration statement in which a Shareholder is participatingthis Agreement, each such Shareholder will furnish to that the Company in writing shall have received an undertaking reasonably satisfactory to it from the holders of such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 6.1) severally and not jointly the Company and its Representatives and all other prospective sellers and their respective Representatives, its directors, officers and agents and each Person who controls their respective controlling Persons (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 0000 XxxExchange Act) and the Companyunderwriters, against if any, with respect to any lossesstatement or alleged statement in or omission or alleged omission from such Registration Statement, claimsany preliminary, damagesfinal or summary Prospectus contained therein, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein amendment or necessary to make the statements in the registration supplement thereto, if such statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue alleged statement or omission is or alleged omission was made in reliance on upon and in conformity with written information furnished to the information Company or affidavit with respect to its representatives through an instrument duly executed by or on behalf of such Shareholder so furnished in writing by such Shareholder expressly Shareholder, as the case may be, specifically stating that it is for use in the registration statement preparation of such Registration Statement, preliminary, final or prospectussummary Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Shareholders, or any of their respective Representatives or controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and shall survive the transfer of such securities by such Shareholder; provided, however, provided that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each no such Shareholder shall be liable under this Section 6.2 for any amounts exceeding the product of the purchase price per Registrable Security and the number of Registrable Securities sold in proportion the applicable offering pursuant to and limited to the net amount received such Registration Statement or Prospectus by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement (net of any such lossunderwriters’ or placement agents’ fees, claim, damage, liability, action discounts or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayedcommissions related thereto). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Shareholders. In connection with The Company may require, as a condition to including any Registrable Securities in any registration statement filed in which a Shareholder is participatingaccordance with Section 2.1 or Section 2.2, each such Shareholder will furnish to that the Company in writing such information and affidavits with respect shall have received an undertaking reasonably satisfactory to such it from the applicable Selling Shareholder as the Company reasonably requests for use in connection with or any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees prospective underwriter to indemnify and hold harmless (in the Company, its directors, officers same manner and agents and each Person who controls (within to the meaning of the 1933 Act or the 0000 Xxxsame extent as set forth in Section 3.1) the Company, against all other prospective selling Shareholders, any prospective underwriter, and their respective Related Persons and controlling Persons (collectively, the “Company Indemnified Parties”), with respect to losses, claims, damages, liabilities and expenses arising described in the indemnity contained in Section 3.1, insofar as such losses, claims, damages, liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained, on the effective date thereof, in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus therein (in the case of the prospectus or preliminary a prospectus, in light of the circumstances under which they were are made) not misleading, to and the extentapplicable Shareholder and any underwriter will reimburse each Company Indemnified Party for any legal or any other expenses reasonably incurred by it as such expenses are incurred in connection with investigating or defending such loss, but only to the extentclaim, liability, action or proceeding; provided that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to any such Shareholder so furnished and any such underwriter shall only be liable in writing by any such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of case if any such loss, claim, damage, liability, liability (or action or proceeding if in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such settlement registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information with respect to such Shareholder or underwriter furnished to the Company by such Shareholder or underwriter specifically stating that it is effected without for use in the consent preparation thereof. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of any Company Indemnified Party. In no event shall the liability of any selling Shareholders of Registrable Securities pursuant to this Section 3.2 be greater in amount than the dollar amount of the net proceeds actually received by such seller (which consent shall not be unreasonably withheld or delayed). The Company and Shareholder upon the holders sale of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed giving rise to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentindemnification obligation.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish Subject to the Company terms and conditions of this Article 8, the Shareholders shall, in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use manner described in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify Section 11.15, indemnify, defend and hold harmless the Company after the Closing Date (the "Surviving Company"), Buyer, its Affiliates and their respective officers, directors, officers and agents and each Person who controls employees (within collectively, the meaning of the 1933 Act or the 0000 Xxx"Buyer Indemnified Parties") the Companyfrom and against, against and reimburse any lossesBuyer Indemnified Party for, any and all damages, liabilities, obligations, claims, damagesActions, liabilities losses, penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses and disbursements (including reasonable attorneys' and consultants' fees and expenses and other reasonable legal costs and expenses reasonably incurred in prosecution, investigation, remediation, defense or settlement) (collectively "Losses") that any Buyer Indemnified Party may at any time suffer or incur or become subject to resulting from or arising out of (a) any inaccuracy in any representation or based upon warranty made by the Shareholders or the Company in this Agreement, (b) any untrue statement failure by the Shareholders or the Company to perform any of a material fact their or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus its covenants (in the case of the prospectus or preliminary prospectusCompany, in light of the circumstances under which they were made) not misleading, solely covenants to be performed prior to the extent, but only to the extent, that such untrue statement Closing Date) or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement agreements contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its AffiliatesAgreement, (c) legal obligations or liabilities imposed by Environmental Laws with respect to any and all known or unknown environmental matters or conditions, existing or occurring on Real Property owned or leased by the name and address Company or any of such holder and its Subsidiaries on or prior to the Closing Date, (d) any additional information about product liability relating to products manufactured by the Company prior to the Closing Date to the extent such holder liability or occurrence is not covered by insurance maintained by Buyer and would not have been covered by insurance maintained by the plan Company prior to the Closing Date, (e) any liability or obligation of distribution the Company with respect to any Taxes (other than in excess of the reserves for an underwritten offeringsuch Taxes set forth on the Net Worth Statement) required on or before the Closing Date or (f) any liability not reflected on the Financial Statements, except as incurred since the date of the Financial Statements in the ordinary course of business consistent with past practice. For purposes of Section 8.1(a), in determining whether there has been a breach of a representation or warranty made by law the Shareholders in this Agreement or regulation in determining the amount of any Losses in connection therewith, each representation and warranty of the Shareholders shall be deemed to be disclosed in have been made without any such document."materiality" qualification

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information Shareholders jointly and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees severally agree to indemnify and hold harmless the CompanyNEI, its directorsofficers, officers directors and agents representatives harmless from any and each Person who controls all loss, cost, claim, damage, fine, penalty, expense (within the meaning including reasonable attorneys' fees), liability and cause of action arising from: (a) any breach of the representations and warranties of Shareholders, the Company or the Operating Company contained herein or in any Schedules, certificates, questionnaires or other instruments delivered in connection herewith; (b) any breach of this Agreement by Shareholders, the Company or the Operating Company; (c) any liability under the 1933 Act, the 1934 Act or the 0000 Xxx) the Companyother federal or state law or regulation, against any lossesat common law or otherwise, claims, damages, liabilities and expenses arising out of or based upon any untrue statement or alleged untrue statement of material fact relating to the Company or the Operating Company or the Shareholders which was based upon information provided to NEI or its counsel or the Underwriters by the Company or the Operating Company or the Shareholders and contained in the Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or any omission to state a material fact the Operating Company or the Shareholders required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) therein not misleading, to the extent, but only to the extent; provided, that such indemnity shall not inure to the benefit of NEI to the extent such untrue statement (or alleged untrue statement) was made in, or omission is made in reliance on (or alleged omission) occurred in, any preliminary prospectus and in conformity with the Shareholders provided written corrected information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly NEI for use inclusion in the registration statement or prospectus; providedfinal Prospectus and such information was not so included, howeverand provided further, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such no Shareholder shall be in proportion liable for any indemnification pursuant to and limited this Section 9.1(c) to the net amount received by such Shareholder from the sale of Registrable Securities pursuant extent solely attributable to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement breach of any such lossrepresentation, claim, damage, liability, action warranty or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing agreement made by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and Shareholder; (d) any additional information about such holder default by the Operating Company under any performance bond occurring prior to the Closing Date; (e) any liability or obligation of the Company or the plan Operating Company which is not disclosed in the Balance Sheet or is not incurred in the ordinary course of distribution business from the Balance Sheet Date to the Closing Date, and any liability arising from any litigation disclosed in SCHEDULE 3.12.1; (f) any violation by the Company or the Operating Company of any federal, state or local law, regulation or ordinance (including but not limited to Environmental Laws or laws governing the employment of labor or employee safety and health) occurring prior to the Closing Date; (g) any breach of any Employment Agreement or Contract or the terms of any Permit occurring prior to the Closing Date; (h) any litigation or claim arising from the conduct of the Operating Company's business prior to the Closing Date and not disclosed in SCHEDULE 3.12.1; (i) any uninsured workers' compensation claims or liabilities arising prior to the Closing Date and not disclosed in SCHEDULE 3.12.2; or (j) any federal, state or local audit of the Tax Returns of the Company or the Operating Company for the tax year in which the Closing Date occurs or any prior tax year and/or any claim or determination by any state other than Georgia that the Company or the Operating Company owes income, sales or withholding Taxes for an underwritten offering) required by law or regulation to be disclosed in any such documentyear, and any additional Taxes which the Company, the Operating Company or NEI is required to pay in connection with any such audit, claim or determination or any resulting adjustment in the Tax liability of the Company, the Operating Company or NEI, except to the extent any such Tax liability is accrued on the most current Balance Sheet. Any liability of Shareholders under Section 9.1(j) shall be reduced by the net present value (computed at an annual capitalization rate of 10%) of any corresponding Tax deduction which may be taken by the Company, the Operating Company or NEI as a result of any such adjustment.

Indemnification by the Shareholders. In connection with any Each Shareholder requesting or joining in a registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information severally and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to not jointly shall indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 7.1) the Company and each other Shareholder requesting or joining in a registration, its and any of their respective directors, officers, employees, agents and controlling persons (and the directors, officers employees and agents and of each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Companysuch controlling person), against any losses, claims, damages, liabilities and expenses arising out of or based upon with respect to any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Shares were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) , not misleading, if and to the extent, but only to the extent, that extent such untrue statement or alleged statement or omission is or alleged omission was made in reliance on upon and in conformity with the written information or affidavit with respect to such Shareholder so furnished in writing to the Company by such Shareholder expressly for use in the registration statement preparation of such Registration Statement, preliminary, final or prospectussummary prospectus or amendment or supplement; provided, however, PROVIDED that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such no Shareholder shall be liable pursuant to this Section 7.2 for any amount in proportion to and limited to excess of the net amount proceeds received by such Shareholder from the sale of Registrable Securities pursuant Shares covered by the Registration Statement giving rise to a registration statement the claim for indemnification. Such indemnity shall remain in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement full force and effect regardless of any such lossinvestigation made by or on behalf of the Company or any of the Shareholders, claimor any of their respective directors, damageofficers, liabilityemployees, action agents or proceeding if such settlement is effected without controlling persons and shall survive the consent transfer of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing Shares by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentShareholder.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish Subject to the Company limitations, conditions and restrictions set forth in writing this Agreement, the Shareholders, jointly and severally (subject to Section 11.09), agree to indemnify, defend and hold Buyer, Merger Sub and their affiliates, and their respective directors, officers, employees, shareholders, managers, agents and representatives (in their capacities as such) (collectively, “Buyer Indemnified Parties”) harmless from and against any out-of-pocket damages, liabilities, losses, costs or deficiencies (including, but not limited to, reasonable attorneys’ fees and other costs and expenses), but excluding punitive, incidental, speculative, lost profits, diminution in value, consequential, exemplary, or special damages of any nature (provided that such information and affidavits with respect foregoing limitations shall not limit the right of Buyer Indemnified Parties to such Shareholder as recover from the Company reasonably requests for use in connection with Shareholders damages of any registration statement or prospectus covering the Registrable Securities of such Shareholder and nature to the extent permitted by law agrees the same are recoverable from or assessed against a Buyer Indemnified Party in a Third Party Claim) (“Buyer’s Damages”) to indemnify and hold harmless the Companyextent arising out of, its directors, officers and agents and each Person who controls resulting from or relating to: (within the meaning a) any inaccuracy in or breach of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities representations and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case warranties of the prospectus or preliminary prospectus, Company set forth in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms Section 5 of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) any failure of the beneficial ownership of shares of Common Stock Company to duly perform or observe any covenant or agreement to be performed or observed by such holder and its Affiliatesthe Company prior to Closing pursuant to this Agreement, (c) any liabilities related to non-income Taxes of a member of the name and address Company Group (except to the extent reflected in the Merger Consideration) or the Shareholders for any period prior to the Effective Time (for the avoidance of such holder and doubt, Shareholders shall indemnify the Buyer Indemnified Parties with respect to Pre-Closing Taxes as provided for in section 9.04(a)); (d) any additional information about such holder Transaction Expenses and/or Closing Indebtedness and Obligations to the extent not included in the Closing Indebtedness and Expense Notice or the plan final Closing Statement; (e) amounts paid or payable by Buyer or the Surviving Corporation in respect of distribution Dissenting Shares (other than for an underwritten offering) required by law or regulation to the extent such claims do not relate solely to the obligation to make payment on such Dissenting Shares in the amount to which such shares of the Common Stock would be disclosed in any such documententitled to receive under Section 4).

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information Shareholders jointly and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees severally agree to indemnify and hold NEI and its officers, directors and representatives harmless from any and all loss, cost, claim, damage, fine, penalty, expense (including reasonable attorneys' fees), liability and cause of action (to the extent not covered by insurance paid to or collected by NEI) arising from: (a) any breach of the representations and warranties of Shareholders or the Company contained herein or in any Schedules, certificates, questionnaires or other instruments delivered in connection herewith; (b) any breach of this Agreement by Shareholders or the Company, its directors, officers and agents and each Person who controls ; (within the meaning of c) any liability under the 1933 Act, the 1934 Act or the 0000 Xxx) the Companyother federal or state law or regulation, against any lossesat common law or otherwise, claims, damages, liabilities and expenses arising out of or based upon any untrue statement or alleged untrue statement of material fact relating to the Company or the Shareholders which was based upon information provided to NEI or its counsel or the Underwriters by the Company or the Shareholders and contained in the Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or any omission to state a material fact the Shareholders required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) therein not misleading, to the extent, but only to the extent; provided, that such indemnity shall not inure to the benefit of NEI to the extent such untrue statement (or alleged untrue statement) was made in, or omission is made in reliance on (or alleged omission) occurred in, any preliminary prospectus and in conformity with the Shareholders provided written corrected information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly NEI for use inclusion in the registration statement or prospectus; providedfinal Prospectus and such information was not so included, howeverand provided further, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such no Shareholder shall be in proportion liable for any indemnification pursuant to and limited this Section 9.1(c) to the net amount received by such Shareholder from the sale of Registrable Securities pursuant extent solely attributable to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement breach of any such lossrepresentation, claim, damage, liability, action warranty or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing agreement made by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and Shareholder; (d) any additional information about such holder default by the Company under any performance bond occurring prior to the Merger Date; (e) any liability or obligation of the Company which is not disclosed in the Balance Sheet or is not incurred in the ordinary course of business from the Balance Sheet Date to the Merger Date; (f) any violation by the Company of any federal, state or local law, regulation or ordinance (including but not limited to Environmental Laws or laws governing the employment of labor or employee safety and health) occurring prior to the Merger Date; (g) any breach of any Employment Agreement or Contract or the plan terms of distribution any Permit occurring prior to the Merger Date; (other than for an underwritten offeringh) required by law any litigation or regulation claim arising from the conduct of the Company's business prior to be the Merger Date and not disclosed in SCHEDULE 3.12.1; (i) any uninsured workers' compensation claims or liabilities arising prior to the Merger Date and not disclosed in SCHEDULE 3.12.2; or (j) subject to Section 3.17, any federal, state or local audit of the Tax Returns of the Company for the tax year in which the Merger Date occurs or any prior tax year and any additional Taxes which the Company or NEI is required to pay in connection with any such documentaudit or any resulting adjustment in the Tax liability of the Company or NEI. Any liability of Shareholders under Section 9.1(j) shall be reduced by the net present value (computed at an annual capitalization rate of 10%) of any corresponding Tax deduction which may properly be taken by NEI as a result of any such adjustment.

Indemnification by the Shareholders. In connection with any each registration statement effected pursuant hereto in which a Shareholder Common Stock is participatingto be disposed of, each such Shareholder will furnish of the Selling Securityholders shall, severally but not jointly, indemnify and hold harmless, to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the fullest extent permitted by law agrees to indemnify and hold harmless law, the Company, its each other Selling Securityholder and their respective directors, officers officers, agents and agents employees and each Person who controls "controls" the Company and each other Selling Securityholder (within the meaning of the 1933 Securities Act or and the 0000 XxxExchange Act) and the Companymanaging underwriter if any, and its directors, officers, agents, and employees and each Person who "controls" such underwriter (within the meaning of the Securities Act and Exchange Act), in each case against any losses, claims, damages, liabilities and expenses arising out of or based upon resulting from any untrue statement of a material fact or any omission to state of a material fact required to be stated therein or necessary to make the statements in the such registration statement or prospectus or preliminary prospectus (in or necessary to make the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) statements therein not misleading, to the extent, extent but only to the extent, that such untrue statement or omission is made contained in reliance on and in conformity with the any information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder to the Company expressly for use inclusion in the such registration statement or prospectus; providedPROVIDED, howeverHOWEVER, that such seller of Shareholder Common Stock shall not be liable in any such case to the obligation extent that, prior to indemnify the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, such seller of Shareholder Common Stock has furnished in writing to the Company information USOL HOLDINGS, INC. PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall be several, not joint and several, among such Shareholders and the liability of each such any Shareholder shall hereunder be greater in proportion amount than the dollar amount of the proceeds received or to and limited to the net amount be received by such Shareholder from upon the sale of Registrable Securities pursuant the securities giving rise to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentindemnification obligation.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller Shareholder (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Shareholders. In connection with any registration statement in which a (a) Each Shareholder is participatingagrees, each such Shareholder will furnish severally and not jointly, upon and subject to the Company in writing such information occurrence of the Closing, to indemnify Buyer against and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with hold Buyer harmless from any registration statement and all claims, obligations, costs and expenses, including without limitation, reasonable attorneys' fees and expenses and liabilities of and damages thereto arising out of any material breach of any representation, warranty, covenant or prospectus covering the Registrable Securities agreement of such Shareholder contained in Article III hereof and, with respect solely to the Majority Shareholder, Sections 4.3 (Share Capital; Title to ET Shares), 4.4 (Authority), and 6.4(b) (Proxy Statement matters) hereof (the "Shareholder Surviving Warranties"). (b) Buyer agrees to give the Shareholders prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which it has knowledge concerning any Loss as to which it may request indemnification hereunder, provided that the failure to give such notice shall not impair the rights of the Buyer hereunder or otherwise to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, Shareholders are not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreementprejudiced thereby. The indemnity agreement contained in this Section 5.05 Shareholders shall not apply have the right to amounts paid in direct, through counsel of their own choosing, the defense or settlement of any such lossclaim or proceeding (provided that the Shareholders shall have first acknowledged their indemnification obligations hereunder specifically in respect of such claim or proceeding) at their own expense, which counsel shall be reasonably satisfactory to Buyer. If the Shareholders elect to assume the defense of any such claim or proceeding, Buyer may participate in such defense, but in such case the expenses of Buyer incurred in connection with such participation shall be paid by Buyer, unless (i) the indemnified party or parties have legal defenses available to them which are different than those available to the indemnifying party such that representation by counsel of Buyer's choosing would be inappropriate, or (ii) the indemnifying party agrees to pay such expenses, then in either such case such expenses shall be paid by the indemnifying party. Such expenses shall be paid as and when incurred. Buyer shall cooperate with the Shareholders in the defense or settlement of any such claim, damageassertion, liabilityevent or proceeding. If the Shareholders elect to direct the defense of any such claim or proceeding, action Buyer shall not pay, or proceeding if permit to be paid, any part of any claim or demand arising from such settlement is effected without asserted Loss, unless the Shareholders consent in writing to such payment or unless the Shareholders withdraw from the defense of such seller (asserted Loss, or unless a final judgment from which consent shall not no appeal may be unreasonably withheld taken by or delayed). The Company and the holders on behalf of the Registrable Securities hereby acknowledge and agree thatShareholders is entered against Buyer for such Loss. If the Shareholders shall fail to defend, unless otherwise expressly agreed to in writing by or if, after commencing or undertaking any such holdersdefense, the only information furnished Shareholders fail to prosecute or withdraws from such defense, Buyer shall have the right to be furnished to undertake the Company for use in any registration statement defense or prospectus relating to settlement thereof at the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.Shareholders' expense. 6.7

Indemnification by the Shareholders. In connection with any Each Shareholder, as a condition to including Registrable Securities in a registration statement in which a Shareholder is participatingfiled pursuant to Section 1(a) or (b), each such Shareholder will furnish shall, to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the full extent permitted by law agrees to law, indemnify and hold harmless the Company, its directorsdirectors and officers, officers and agents and each Person other Person, if any, who controls (the Company within the meaning of the 1933 Act or the 0000 Xxx) the CompanySecurities Act, against any lossesLosses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, claimsinsofar as such Losses (or actions or proceedings, damageswhether commenced or threatened, liabilities and expenses arising in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus therein (in the case of the prospectus or preliminary a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that if such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing to the Company by or on behalf of such Shareholder expressly specifically for use in the preparation of such registration statement statement, preliminary prospectus, final prospectus, summary prospectus, amendment or prospectus; providedsupplement. 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, however, that officer or controlling Person and shall survive the obligation to transfer of such securities by any such Shareholder. The Shareholders shall also indemnify shall be several, not joint and several, among such Shareholders and each underwriter in the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the offering or sale of Registrable Securities pursuant to a registration statement in accordance Section 1(b), their officers and directors and each other Person, if any, who controls any such underwriter within the meaning of the Securities Act to the same extent as provided above with respect to the terms of this AgreementCompany. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement indemnification obligation of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.each

Indemnification by the Shareholders. In connection with any Each Shareholder, as a condition to including Registrable Securities in the shelf registration statement in which a Shareholder is participatingfiled pursuant to SECTION 1(a), each such Shareholder will furnish shall, to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the full extent permitted by law agrees to law, indemnify and hold harmless the Company, its directorsdirectors and officers, officers and agents and each Person other Person, if any, who controls (the Company within the meaning of the 1933 Act or the 0000 Xxx) the CompanySecurities Act, against any lossesLosses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, claimsinsofar as such Losses (or actions or proceedings, damageswhether commenced or threatened, liabilities and expenses arising in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus therein (in the case of the prospectus or preliminary a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that if such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing to the Company by or on behalf of such Shareholder expressly specifically for use in the preparation of such registration statement statement, preliminary prospectus, final prospectus, summary prospectus, amendment or prospectussupplement; provided, however, PROVIDED that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such no Shareholder shall be liable under this paragraph for any amount in proportion to and limited to excess of the net amount received by proceeds to such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge sold by it. Such indemnity shall remain in full force and agree that, unless otherwise expressly agreed to in writing effect regardless of any investigation made by such holders, the only information furnished or to be furnished to on behalf of the Company for use in or any registration statement such director, officer or prospectus relating to controlling Person and shall survive the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address transfer of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required securities by law or regulation to be disclosed in any such documentShareholder.

Indemnification by the Shareholders. In connection with The Company may require, as a condition to including any Registrable Securities in any registration statement filed in which a Shareholder is participatingaccordance with Section 2.1 or Section 2.2, each such Shareholder will furnish to that the Company in writing such information and affidavits with respect shall have received an undertaking reasonably satisfactory to such it from the applicable Selling Shareholder as the Company reasonably requests for use in connection with or any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees prospective underwriter to indemnify and hold harmless (in the Company, its directors, officers same manner and agents and each Person who controls (within to the meaning of the 1933 Act or the 0000 Xxxsame extent as set forth in Section 3.1) the Company, against all other prospective selling Shareholders, any prospective underwriter, and their respective Related Persons and controlling Persons (collectively, the "COMPANY INDEMNIFIED PARTIES"), with respect to losses, claims, damages, liabilities and expenses arising described in the indemnity contained in Section 3.1, insofar as such losses, claims, damages, liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained, on the effective date thereof, in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus therein (in the case of the prospectus or preliminary a prospectus, in light of the circumstances under which they were are made) not misleading, to and the extentapplicable Shareholder and any underwriter will reimburse each Company Indemnified Party for any legal or any other expenses reasonably incurred by it as such expenses are incurred in connection with investigating or defending such loss, but only to the extentclaim, liability, action or proceeding; provided that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to any such Shareholder so furnished and any such underwriter shall only be liable in writing by any such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of case if any such loss, claim, damage, liability, liability (or action or proceeding if in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such settlement registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information with respect to such Shareholder or underwriter furnished to the Company by such Shareholder or underwriter specifically stating that it is effected without for use in the consent preparation thereof. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of any Company Indemnified Party. In no event shall the liability of any selling Shareholders of Registrable Securities pursuant to this Section 3.2 be greater in amount than the dollar amount of the net proceeds actually received by such seller (which consent shall not be unreasonably withheld or delayed). The Company and Shareholder upon the holders sale of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed giving rise to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentindemnification obligation.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish Subject to the Company in writing such information limitations, terms and affidavits with respect to such Shareholder as provisions of this Article VIII, the Shareholders severally, and not jointly, shall indemnify, defend and hold Parent, Acquisition Subsidiary and the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Companytheir respective officers, its directors, officers employees, agents, subsidiaries and agents affiliates, harmless from and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any and all liabilities, losses, damages, claims, damagesfines, liabilities penalties, costs and expenses expenses, including, without limitation, reasonable attorneys' and accounting fees (collectively, "Losses") incurred by Parent, Acquisition Subsidiary, the Surviving Company or any of their respective officers, directors, employees, agents, subsidiaries or affiliates, arising out of or based upon resulting from (i) any untrue statement breach of a any representation or warranty made by the Company or the Shareholders contained in this Agreement, and (ii) the nonperformance or breach of any material fact covenant, agreement or any omission to state a material fact required obligation to be stated therein performed by the Company or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case Shareholders under this Agreement. The obligations of the prospectus Shareholders pursuant to this Article VIII shall be several among the Shareholders, and not joint. Notwithstanding the foregoing, if any claim for indemnification is asserted by Parent or preliminary prospectusCompany against the Shareholders, in light of and the circumstances Parent and/or the Company is covered by an insurance policy for such Losses, Parent and/or the Company shall use their commercially reasonable efforts to seek indemnification under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement applicable insurance policy or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectuspolicies; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent party seeking indemnification shall not be unreasonably withheld obligated to commence any legal proceedings against any insurance provider for indemnification hereunder. Parent and/or the Company shall give the Shareholders notice of their intention to seek indemnification for such Losses from applicable insurance policies. Notwithstanding anything contained herein to the contrary, the indemnification rights under this Article VIII are the sole remedies that the Parent and/or Company may seek or delayed)assert against the Shareholders. The Company Parent, on behalf of itself and the holders each of the Registrable Securities hereby Parent Subsidiaries, Acquisition Subsidiary and Company, acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and that neither the Company, on nor the other handShareholders, have made any representations or warranties related to Arcadia (bor any of its subsidiaries) and that they shall not have any rights to indemnification against the beneficial ownership Shareholders for any Losses arising from or related to Arcadia or any of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentsubsidiaries.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Each Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, each of its directorsemployees, officers and agents and each Person officers, directors or persons who controls (control the Company within the meaning of the 1933 Act 1934 Act, and each agent or underwriter for the 0000 Xxx) Company or any other person or entity engaged by the CompanyCompany to sell the Company securities offered in the registration statement, or any of their respective directors, officers, partners, agents, employees or control persons (collectively, a "Company Indemnitee"), against any losses, claims, damages, or liabilities and expenses arising (joint or several) to which the Company or any such Company Indemnitee may become subject under the Act, the 1934 Act, or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectusViolation, in light of the circumstances under which they were made) not misleading, each case to the extent, but extent (and only to the extent, ) that such untrue statement or omission is made Violation occurs in reliance on upon and in conformity with written information furnished by or on behalf of the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement connection with such registration; and each Shareholder will reimburse any legal or prospectus; providedother expenses reasonably incurred by a Company Indemnitee in connection with investigating or defending any such loss, howeverclaim, that the obligation to indemnify shall be severaldamage, not joint and severalliability, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreementor action. The indemnity agreement contained in this Section 5.05 7 shall not apply to amounts paid in settlement of any such loss, claim, claim damage, liability, or action or proceeding if such settlement is effected without the consent of such seller (the indemnifying shareholder, which consent shall not be unreasonably withheld or delayed). The nor, in the case of a sale directly by the Company and of its securities (including a sale of such securities through any underwriter retained by the holders Company to engage in a distribution solely on behalf of the Registrable Securities hereby acknowledge and agree thatCompany), unless otherwise expressly agreed to in writing by such holders, shall the only information furnished or to shareholder be furnished liable to the Company for use in any registration case in which such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus relating to the Registrable Securities and corrected in a final or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one handamended prospectus, and the CompanyCompany failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the securities to the person asserting any such loss, on the other handclaim, (b) the beneficial ownership of shares of Common Stock by damage, or liability in any case where such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) delivery is required by law or regulation to be disclosed in any such documentthe Act.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 1934 Xxx) the xxe Company, 41 -38- against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Shareholders. In connection with any registration statement in which a Each Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless SLT, each of its directors and officers, and (in the Company, case of an underwritten public offering made pursuant to the exercise of the Shareholders' rights under this Section 6) each of its directors, officers and agents who has signed the registration statement and each Person person, if any, who controls (SLT within the meaning of Section 15 of the 1933 Act or the 0000 Xxx) the CompanyAct, against any all claims, losses, claims, damages, damages and liabilities and expenses (or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement relating to the Registrable Shares (or in any related registration statement, notification or the like) or 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, and the Shareholders will reimburse SLT and each such director, officer or controlling persons for any legal or any other expenses reasonably incurred in the registration statement connection with investigating or prospectus defending any such claim, loss, damage, liability or preliminary prospectus action, and (in the case of an underwritten public offering made pursuant to the prospectus or preliminary prospectus, in light exercise of the circumstances Shareholders' rights under this Section 6) will enter into an indemnification agreement with SLT which they were made) not misleadingshall contain customary provisions, to the extentincluding provisions for contribution, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectusas SLT shall reasonably request; provided, however, that the obligation to indemnify shall a Shareholder will not be several, not joint and several, among liable under such Shareholders and the liability of each such Shareholder shall be in proportion to and limited indemnification agreement except to the net amount received extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon information furnished to SLT by such Shareholder from the sale of Registrable Securities pursuant and stated to be specifically for use therein; and provided, further, that a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent Shareholder shall not be unreasonably withheld liable under such indemnification agreement for any losses, costs, damages or delayed). The Company and expenses exceeding in the holders of aggregate the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished net proceeds to the Company for use Shareholder in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Shareholders. In connection with any Each Shareholder, as a condition to including Registrable Securities in the shelf registration statement in which a Shareholder is participatingfiled pursuant to SECTION 1(A), each such Shareholder will furnish shall, to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the full extent permitted by law agrees to law, indemnify and hold harmless the Company, its directorsdirectors and officers, officers and agents and each Person other Person, if any, who controls (the Company within the meaning of the 1933 Act or the 0000 Xxx) the CompanySecurities Act, against any lossesLosses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, claimsinsofar as such Losses (or actions or proceedings, damageswhether commenced or threatened, liabilities and expenses arising in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus therein (in the case of the prospectus or preliminary a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that if such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing to the Company by or on behalf of such Shareholder expressly specifically for use in the preparation of such registration statement statement, preliminary prospectus, final prospectus, summary prospectus, amendment or prospectussupplement; provided, however, PROVIDED that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such no Shareholder shall be liable under this paragraph for any amount in proportion to and limited to excess of the net amount received by proceeds to such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge sold by it. Such indemnity shall remain in full force and agree that, unless otherwise expressly agreed to in writing effect regardless of any investigation made by such holders, the only information furnished or to be furnished to on behalf of the Company for use in or any registration statement such director, officer or prospectus relating to controlling Person and shall survive the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address transfer of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required securities by law or regulation to be disclosed in any such documentShareholder.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 1000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller Shareholder (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Shareholders. In connection with any registration statement in which a (a) Each Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law hereby agrees to indemnify indemnify, defend and hold harmless the Company, its the Buyer, Holdings and each of their respective officers, directors, officers employees, Affiliates or subsidiaries (collectively, the "Buyer Group") against such Shareholder's Proportionate Share (as hereinafter defined) of any and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Companyall losses, against any lossesliabilities, damages, claims, damagesdemands, liabilities costs, obligations, deficiencies and expenses (including, without limitation, interest, penalties, court costs, reasonable expert witness fees and expenses, reasonable consultants' fees and expenses and reasonable attorneys' fees and expenses) (collectively, "Losses") actually and reasonably incurred by any member of the Buyer Group arising from or in connection with: (i) the Shareholders ownership of the Shares, (ii) the conduct of the business of the Company prior to the Closing Date, whether or not such Losses occur prior to or subsequent to the Closing Date, (iii) any breach by the Shareholders or the Company of any of their representations and warranties, (iv) any breach by the Shareholders of any of their covenants or agreements contained herein, which breach continues for thirty days after written notice thereof, (v) any breach by the Company prior to Closing of any of its covenants or agreements contained herein, which breach continues for thirty days after written notice thereof, (vi) any intentional misrepresentation made by any of the Shareholders in connection with the transactions contemplated by this Agreement; (vii) any violation by the Company or the Shareholders of any Environmental Laws occurring prior to the Closing; (viii) any and all liabilities of the Company or the Shareholders for Taxes arising out of the ownership of the Shares or based upon the operation of the Company prior to the Closing Date; (ix) any untrue statement violation by the Company of a material fact ERISA or other Laws regarding employee benefit matters occurring prior to the Closing; and (x) any omission to state a material fact required to be stated therein action taken by the Company or necessary to make the statements Shareholders resulting in the registration statement or prospectus or preliminary prospectus (in the case termination of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion Company's status as a validly electing Subchapter S corporation up to and limited to including the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentClosing Date.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participatingThe Shareholders shall indemnify, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify defend and hold harmless the CompanyBuyer and the Company (which term shall include, its for purposes of this Article VII, their respective successors, assigns, directors, officers officers, employees and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxxagents) the Company, against any and all losses, damages, deficiencies, suits, claims, damagesdemands, judgments, costs, expenses or other liabilities and expenses (“Losses”) resulting from, arising out of from, or based upon relating to (i) any untrue statement breach of a material fact representation or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case warranty of the prospectus or preliminary prospectus, Shareholders and/or the Company contained in light Article II of the circumstances under which they were made) not misleading, to the extent, this Agreement (but only if such indemnity is sought during the Limitations Period), (ii) any failure by the Shareholders to the extentperform or comply with any covenant, that such untrue statement agreement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding Agreement (but only if such settlement indemnity is effected without sought during the consent Limitations Period), (iii) the conduct of the business of the Company prior to the Initial Closing and Final Closing if such seller occurs, except to the extent such Losses were reflected in the Company Statements (which consent but only if such indemnity is sought during the Limitations Period), and (iv) any of the matters described in Section 2.5(b) (Absence of Undisclosed Liabilities) or Section 2.9 (Litigation) hereof regardless of whether such matter(s) are set forth in Schedule 2.5(b) or Schedule 2.9. Notwithstanding the foregoing, the Buyer shall not be unreasonably withheld entitled to recover any Losses for the inaccuracy or delayed). The breach of any representation or warranty by the Shareholders or the Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished which was actually known or to be furnished disclosed to the Company for use in any registration statement Buyer at or prospectus relating prior to the Registrable Securities Initial Closing or in any amendmentFinal Closing, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between if such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentoccurs.

Indemnification by the Shareholders. In connection with any the registration statement in which a Shareholder is participatingof the Registrable Shares under the Securities Act pursuant to this Section 1.5, each such Shareholder will furnish the Shareholders will, and they hereby do, indemnify and hold harmless, to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the fullest extent permitted by law agrees to indemnify and hold harmless law, RTI or any affiliate of RTI or any other person who participates in the Company, its directors, officers and agents and each Person who controls (within the meaning offering or sale of the 1933 Act or the 0000 Xxx) the Companysuch securities on RTI 's behalf, against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several, and expenses arising (including any amounts paid in any settlement effected with the Shareholders' prior consent (which may not be unreasonably withheld) and reasonable attorneys fees and disbursements) to which RTI or any affiliate of RTI or any such other person may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus therein not misleading (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement misstatements or omission is made omissions referred to in clauses (A) and (B) above were done or omitted, etc. in reliance on upon and in conformity with the information or affidavit with respect furnished to such Shareholder so furnished RTI in writing by the Shareholders or its affiliates); the Shareholders shall reimburse RTI , its affiliates and such Shareholder expressly other persons for use any legal or any other expense reasonably incurred by them in the registration statement connection with investigating or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any defending such loss, claim, damage, liability, action or proceeding if such settlement is effected without proceedings. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of RTI or the consent Shareholders and shall survive the transfer of such seller (which consent securities by the Shareholders. The Shareholders indemnification obligation hereunder shall not be unreasonably withheld or delayed). The Company and exceed, in the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holdersaggregate, the only information furnished net proceeds received by the Shareholders for Registrable Shares transferred, sold or to be furnished to the Company for use otherwise disposed of in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, reliance on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentRegistration Statement.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx1934 Act) the Company, against any losses, claims, damages, liabilities and expenses liabilitixx xxx xxpenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Shareholders. In connection with any registration statement filed by the Company pursuant to Section 2.1 or 2.2 hereof in which a Shareholder is participatinghas registered for sale Registrable Common Stock, each such Shareholder will furnish or seller of Registrable Common Stock shall, and hereby agrees to, indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the fullest extent permitted by law agrees to indemnify the Company and hold harmless the Company, each of its directors, officers and agents officers, employees, agents, partners, shareholders, Affiliates and each Person other Person, if any, who controls (within the meaning of the 1933 Act or the 0000 XxxExchange Act) the CompanyCompany and each other seller and such seller’s employees, directors, officers, shareholders, members, partners, agents and Affiliates (each, a “Shareholder Indemnitee” for purposes of this Section 2.8(b)), against any losses, claims, damages, liabilities and expenses arising all Losses insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents (or any document incorporated by reference therein) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under in which they were made) made not misleading, to the extent, but only to the extent, that if such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with information furnished to the information or affidavit with respect to such Shareholder so furnished Company in a writing duly executed by such Shareholder or seller of Registrable Common Stock specifically stating that it is expressly for use in the registration statement or prospectustherein; provided, however, that the obligation to indemnify liability of such indemnifying party under this Section shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the amount of the net amount proceeds (after giving effect to underwriting discounts and commissions) received by such Shareholder from indemnifying party in the sale of Registrable Securities pursuant Common Stock giving rise to a registration statement such liability. Such indemnity shall remain in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement full force and effect, regardless of any such loss, claim, damage, liability, action investigation made by or proceeding if such settlement is effected without on behalf of the consent Shareholder Indemnitee and shall survive the transfer of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing securities by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentindemnifying party.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish Subject to the Company terms, conditions and limitations set forth in writing such information this Agreement, the Shareholders shall jointly and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to severally indemnify and hold harmless the CompanyPurchaser Indemnified Parties from and against and in respect of all Section 5.1 Damages (defined below). "Section 5.1 Damages" shall include without limitation any claim, its directorsaction, officers demand, loss, cost, expense, liability, penalty, and agents other damage, including without limitation, attorneys' fees and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities other costs and expenses reasonably incurred in investigating, and attempting to avoid, or in opposing the imposition thereof (collectively, "Loss"), resulting to any Purchaser Indemnified Party arising out of or based upon resulting from (i) any untrue statement of inaccurate representation or warranty by a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements Shareholder in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms Article II of this Agreement. The indemnity agreement contained , (ii) the breach or default in this Section 5.05 shall not apply to amounts paid in settlement the performance by the Shareholders of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or obligations to be furnished to performed by the Shareholders hereunder; (iii) any costs and expenses incurred by the Company or the Buyer to become Year 2000 Compliant and any Loss resulting from, arising out of, relating to, in the nature of, or caused by becoming Year 2000 Compliant; (iv) any Taxes the Company or either Shareholder may owe or be deemed to owe for use in periods up to and including the Closing Date, including without limitation, Taxes made or brought against the Shareholders or the Company by reason of the agreements or transactions contemplated hereby; (v) those litigation matters described on Schedule 2.11 of the Disclosure Schedule; or (vi) any registration statement Liability, litigation or prospectus third party claim arising out of or relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions conduct of the business by the Company or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder its assets on or prior to the Closing Date, whether or not disclosed to the Purchaser and its Affiliates, (c) whether or not the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentPurchaser had knowledge thereof.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 1000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Shareholders. In connection Subject to Section 7.3, the Shareholders severally, pro rata in accordance with their Pro Rata Interests, shall indemnify, defend and hold Buyer, Merger Sub and Buyer’s Affiliates (collectively, the “Buyer Parties”) harmless from and against any registration statement and all Losses asserted against, imposed on, or incurred or suffered by Buyer, Merger Sub, the Company or the Surviving Corporation as a result of (a) the inaccuracy of any representation or the breach of any warranty set forth in which a Shareholder is participatingArticle III, each such Shareholder will furnish to any Company Disclosure Schedule delivered by the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities Article III or in any amendment, supplement agreement or preliminary materials associated therewith are statements specifically relating certificate executed and delivered by the Company or any Shareholder pursuant to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, this Agreement; (b) the beneficial ownership non-fulfillment of shares any covenant or agreement on the part of Common Stock by such holder the Company or any Shareholder set forth in this Agreement or in any agreement or certificate executed and its Affiliates, delivered pursuant to this Agreement; or (c) any payments by or liabilities of Buyer arising in connection with payments to holders of Dissenting Shares, in excess of the name portion of the Aggregate Merger Consideration otherwise payable to any such Shareholder in connection with this Agreement (collectively, “Indemnified Losses”). Each Shareholder irrevocably waives any and address all rights to recourse against the Company or the Surviving Corporation with respect to any misrepresentation or breach of any representation, warranty or indemnity, or noncompliance with any conditions, covenants or agreements, given or made by the Company in this Agreement. No Shareholder shall be entitled to contribution from, subrogation to or recovery against the Company or the Surviving Corporation with respect to any liability of such holder and (d) any additional information about such holder Shareholder that may arise under or pursuant to this Agreement or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documenttransactions contemplated hereby.

Indemnification by the Shareholders. In connection with any each registration statement effected pursuant hereto in which a Shareholder Common Stock is participatingto be disposed of, each such Shareholder will furnish of the Selling Securityholders shall, severally but not jointly, indemnify and hold harmless, to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the fullest extent permitted by law agrees to indemnify and hold harmless law, the Company, its each other Selling Securityholder and their respective directors, officers officers, agents and agents employees and each Person who controls "controls" the Company and each other Selling Securityholder (within the meaning of the 1933 Securities Act or and the 0000 XxxExchange Act) and the Companymanaging underwriter if any, and its directors, officers, agents, and employees and each Person who "controls" such underwriter (within the meaning of the Securities Act and Exchange Act), in each case against any losses, claims, damages, liabilities and expenses arising out of or based upon resulting from any untrue statement of a material fact or any omission to state of a material fact required to be stated therein or necessary to make the statements in the such registration statement or prospectus or preliminary prospectus (in or necessary to make the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) statements therein not misleading, to the extent, extent but only to the extent, that such untrue statement or omission is made contained in reliance on and in conformity with the any information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder to the Company expressly for use inclusion in the such registration statement or prospectus; provided, howeverHOWEVER, that such seller of Shareholder Common Stock shall not be liable in any such case to the obligation extent that, prior to indemnify the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, such seller of Shareholder Common Stock has furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall be several, not joint and several, among such Shareholders and the liability of each such any Shareholder shall hereunder be greater in proportion amount than the dollar amount of the proceeds received or to and limited to the net amount be received by such Shareholder from upon the sale of Registrable Securities pursuant the securities giving rise to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentindemnification obligation.

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 4.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Shareholders. In connection with Notwithstanding any registration statement in which a Shareholder is participatinginvestigation by or knowledge of Purchaser, each such Shareholder of the Shareholders hereby, jointly and severally, agree to defend, indemnify and hold Purchaser and its Affiliates (including Corporation) harmless from and against any and all losses, Liabilities, damages (including special, incidental or consequential), obligations, judgments, damage, diminution in value, actions, demands, suits, proceedings, claims, penalties, interest, costs and expenses (including reasonable attorneys’ fees and other expenses relating thereto which will furnish to the Company in writing such information and affidavits with respect to such Shareholder be reimbursed as the Company reasonably requests for use incurred by Purchaser) (collectively, “Losses”), arising out of or in connection with any registration statement of the following (hereafter collectively, “Claims”): (i) any breach of any representation or prospectus covering the Registrable Securities warranty made by Corporation or any Shareholder in this Agreement or in any other Transaction Document; (ii) any breach of such covenant, agreement or undertaking of any Shareholder and in this Agreement or in any other document or instrument attached hereto or delivered by Corporation or any Shareholder in connection with this Agreement; (iii) any Legal Proceeding to the extent permitted by law agrees that said Legal Proceeding relates to indemnify matters occurring prior to the Closing and hold harmless proves not to be fully reserved on the Company, its directors, officers Closing Balance Sheet and agents not included in the calculation of Closing Combined Net Assets; (iv) any and each Person who controls all Environmental Matters to the extent that said such Environmental Matters relate to matters occurring prior to the Closing and prove not to be fully reserved on the Closing Balance Sheet and not included in the calculation of Closing Combined Net Assets; (within the meaning v) any Liabilities or other Losses of the 1933 Act any kind or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses nature arising out of or based upon in connection with the operation of Corporation or the Aerial Beauty Supply Business prior to Closing to the extent not reserved on the Closing Balance Sheet and not included in the calculation of Closing Combined Net Assets; (vi) all Taxes (or the non-payment thereof) of the Corporation for any untrue statement Pre-Closing Tax Period; (vii) all Taxes of a material fact any member of an affiliated, consolidated, combined or unitary group of which the Corporation (or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case predecessor of any of the prospectus foregoing) is or preliminary prospectuswas a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar Law; (viii) any and all Taxes of any Person (other than the Corporation) imposed on the Corporation as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing, in light of the circumstances under which they were made) not misleadingeach case, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly clauses (vii) and (viii) to the extent not accrued for use in the registration statement or prospectus; provided, however, that the obligation Closing Balance Sheet (excluding any reserve for deferred Taxes established to indemnify shall be several, reflect timing differences between book and Tax income) and not joint and several, among such Shareholders and the liability of each such Shareholder shall be taken into account in proportion any adjustment to and limited to the net amount received by such Shareholder from the sale of Registrable Securities Purchase Price pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other handparagraph 4.1; and, (bix) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such documentall Transfer Taxes.