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 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 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 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 (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 documentShareholders' expense.

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 The Shareholders hereby covenant and agree with any registration statement in which Buyer that the Shareholders shall indemnify Buyer and its shareholders, respective directors, officers, employees and Affiliates of Buyer, and each of their successors and assigns (individually, a Shareholder is participating"Buyer Indemnified Party"), 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 them 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 Companyfrom, against and in respect of any and all costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages (other than special, consequential or punitive damages, liabilities ) and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, "Damages") incurred by any of them resulting from: (i) any claim, liability, obligation or expense arising out of or based upon any untrue statement related to the operation of a material fact the Company's Business on or any omission prior to state a material fact required to be stated therein the Closing Date that has not been disclosed in this Agreement, including, without limitation, the Schedules hereto, or necessary to make the statements in the registration statement Financial Statements and (ii) any breach of any representation or prospectus warranty in this Agreement or preliminary prospectus the non-fulfillment in any material respect of any agreement, covenant or obligation by the Company or such Shareholder made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith); provided that the case indemnification obligations of the prospectus or preliminary prospectus, in light of the circumstances under which they were madeeach Shareholder pursuant to this Article 10 shall be (A) not misleading, to the extentseveral, but only to the extentnot joint, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit solely with respect to such Shareholder so furnished in writing the indemnification obligations pursuant to this Article 10 resulting from any breach of any representation or warranty made by such Shareholder expressly for use in solely with respect to himself or his ownership of Shares, and (B) joint and several with respect to all other indemnification obligations of the registration statement or prospectus; Shareholders pursuant to this Article 10, provided, however, that the obligation to indemnify Jorge Peragallo shall be several, not joint and several, among such Shareholders and responsible for no more than 22.63% of the liability of each such Shareholder shall be in proportion to and limited to the net amount received Dxxxxxx xxxxxxxx by such Shareholder Buyer Indemnified Parties resulting 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 obligation or proceeding if such settlement is effected without expense described in clause (i) above or any breach of any representation or warranty in this Agreement or the consent non-fulfillment in any material respect of such seller (which consent shall not be unreasonably withheld any agreement, covenant or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing obligation by such holders, the only information furnished or to be furnished to the Company for use in or any registration statement or prospectus relating Shareholder related to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating matter other than those made by him solely with respect to (a) transactions himself 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 documenthis Shares.

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.

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 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 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 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 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 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 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 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(a) The Shareholders hereby agree, each such Shareholder will furnish to the Company in writing such information 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, to indemnify and hold harmless the Buyer and Company, its directors, officers and agents and each Person who controls (within including the meaning successor of the 1933 Act or Business (collectively "Buyer" for purposes of this Section X only) harmless at all times from and after the 0000 Xxx) the CompanyClosing Date, against any and in respect of the following: (i) All losses, claimsliabilities, costs and damages, liabilities including without limitation, interest, penalties and fines, resulting from any (a) breach of a representation or warranty of the Shareholders set forth herein or (b) non-fulfillment of any agreement or covenant, on the part of the Shareholders set forth herein or of any condition precedent (except for the third party consents) as set forth in this Agreement. (ii) All expenses, including reasonable attorney fees, arising from or incurred in connection with suits, proceedings, decrees or judgments incident to any of the foregoing. All losses, liabilities, costs, damages and expenses arising out for which indemnification is provided in this paragraph 10.1 are collectively referred to as "Buyer Losses". (b) The period during which Buyer must give notice in writing to the Shareholders 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 claims for indemnification hereunder shall expire on the statements in the registration statement or prospectus or preliminary prospectus (in the case second anniversary of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, Closing except that such period shall be extended 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 applicable statute of limitations (i) plus thirty (30) days with respect to claims for unpaid taxes and failure to file required tax reports, including related interest, penalties and fines ("Tax Claims"); (ii) with respect to claims regarding the ownership of Company (including warrants, options and convertible securities) or regarding the ownership by the Shareholders of the Company Shares; (iii) for breaches of any covenant or obligation which first arises after the Closing; or (iv) for breaches of Section IX. (c) Interest at the prime rate as quoted in The Wall Street Journal shall accrue on all amounts to be indemnified from the date of the Closing to the date of payment by the Shareholders, or if payment of a Buyer Loss is made after the Closing by Buyer, from the date of such Shareholder so furnished payment by Buyer to the date of indemnification by the Shareholders. (d) The total liability of the Shareholders under this Section IX shall not exceed the Purchase Price received or to be received by the Shareholders pursuant to Section II. (e) In the event that any third party asserts an action or claim as to which Buyer is entitled to indemnification hereunder, Buyer shall notify the Shareholders in writing by of any such Shareholder expressly for use in asserted liability with reasonable promptness, and the registration statement Shareholders shall have a right to compromise or prospectusdefend any such matter involving such asserted liability, through counsel of its own choosing who shall be subject to the approval of the Buyer, which approval will not be unreasonably withheld, at the expense of the Shareholders; provided, however, that the obligation Shareholders shall indemnify Buyer against any costs and damages resulting from the failure of the Shareholders to indemnify defend or pay such claims. In the event the Shareholders shall notify Buyer in writing promptly of the intention of the Shareholders to do so, Buyer shall cooperate with the Shareholders and their counsel in the compromising of or the defending against any such liabilities or claims, at the expense of the Shareholders and provide the Shareholders with reasonable access to the books and records of Company to the extent necessary for the compliance with any document request and the reasonable defense of such claim. (f) Buyer shall be several, not joint entitled to payment hereunder only if and several, among such Shareholders and to the liability extent the aggregate Buyer Losses under this Agreement exceed Thirty-Five Thousand Dollars ($35,000). (g) The amount of each such Shareholder any Buyer Losses shall be in proportion to and limited reduced by amounts received by the Buyer under any policy of insurance maintained by Company prior to the net amount Closing. Amounts received by from any such Shareholder policy of insurance after the receipt of payment of any Buyer Losses 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 Shareholders 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 promptly reimbursed 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 documentShareholders.

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 set forth herein, from and affidavits with respect to such Shareholder as after the Company reasonably requests for use in connection with any registration statement or prospectus covering Closing, the Registrable Securities of such Shareholder Shareholders will severally (and to the extent permitted by law agrees to not jointly) defend, indemnify and hold harmless the CompanyAcquirer, its directorscontrolled Affiliates, officers each of their respective Representatives and agents the successors and assigns of each Person who controls (within the meaning of the 1933 Act or foregoing (collectively, the 0000 Xxx) the Company“Acquirer Indemnified Parties”), from and against and in respect of any and all losses, claimsliabilities, damages, liabilities judgments, settlements and expenses expenses, including reasonable attorneys’ fees (collectively, “Losses”), incurred by any of the Acquirer Indemnified Parties arising out of, based upon or related to (i) any inaccuracy or breach of any of the representations or warranties (either when made or as if made as of the Closing Date) made by the Shareholders in this Agreement, (ii) any breach of or failure to comply with any covenant or agreement made by the Shareholders in this Agreement, (iii) any Taxes incurred by either Company or the Shareholders with respect to taxable periods (or portions thereof) ending on or before the Closing Date, including, without limitation, any such Taxes directly or indirectly arising out of or based upon any untrue statement relating to the consummation of a material fact the Stock Purchase 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 prospectusother Contemplated Transactions; provided, however, that the obligation to indemnify any Transfer Taxes shall be several, not joint and several, among such paid fifty percent (50%) by the Shareholders and fifty percent (50%) by Acquirer, or (iv) any claims made by any current or former employees, officers or directors of either of the liability Companies or its Subsidiaries related to matters arising prior to the Closing Date or with respect to Contemplated Transactions, provided, however, that the Shareholders shall be liable for Taxes pursuant to the foregoing clause (iii) only to the extent that such Taxes (A) are not Excluded Taxes and (B) are in excess of the amount specifically accrued for such Taxes on the books and records 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 The Shareholders shall jointly and severally indemnify, defend and hold Premiere harmless from and against and with respect to, and shall reimburse Premiere for the following (collectively, the "Shareholder Indemnified Liabilities"): (a) any registration statement in which a Shareholder is participatingand all losses, each such Shareholder will furnish to liabilities, or damages resulting from any misrepresentation, breach or failure of any warranty or the non-fulfillment of any agreement, covenant or undertaking on the part of the Company or the Shareholders appearing herein; PROVIDED, that nothing appearing in writing such information this Section 8.1(a) shall be construed to create any liability of any Shareholder for breach of or misrepresentation in any agreement (including any agreement appearing as a Exhibit hereto) other than this Agreement; (b) any and affidavits with respect all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses incident 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 foregoing or incurred in investigating or attempting to avoid the 0000 Xxxsame or to oppose the imposition thereof, or in enforcing this indemnity; and (c) the Company, against any losses, claimsliabilities, damages, liabilities and expenses or damages resulting from any claim or cause of action brought by Xxxx Svenninsen or JRS & Associates arising out of or based upon any untrue statement of a material fact or any omission relating 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, facts occurring prior to the extentClosing Date (collectively, but only to the extent"JRS Litigation"); PROVIDED, that such untrue statement or omission is made however, that, except for Unrestricted Liabilities (as defined in reliance on and in conformity with the information or affidavit Section 8.4 below), no Shareholder shall have any obligations under this Section 8.1 with respect to such any 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 Indemnified Liabilities of each which such Shareholder shall be in proportion not receive notice on or prior to and limited July 31, 1998 specifying with reasonable particularity the nature of such Shareholder Indemnified Liabilities to the net amount received extent then known by such Shareholder from Premiere. For the sale avoidance of Registrable Securities pursuant to a registration statement in accordance with doubt, the terms of this Agreement. The indemnity agreement contained parties hereto have agreed that there is no basis on which JRS Litigation may be sustained, but have provided therefor in this Section 5.05 shall not apply to amounts paid 8.1 and elsewhere 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 documentthis Agreement solely as a precautionary measure.

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 (a) Each Shareholder agrees, subject to the other terms and conditions of this Agreement and without gross-up for Taxes, (i) jointly and severally to indemnify the Purchaser, its affiliates (including Company and each Subsidiary) and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) against and hold them harmless from any and all Losses incurred or suffered by such Purchaser Indemnitee arising out of or with respect to (A) the breach of any registration statement representation or warranty or (B) any covenant or agreement, in which the case of (A) and (B) of Company in this Agreement or the Transaction Documents (it being agreed and acknowledged by the parties that for the sole purpose of determining Losses (and not for determining whether or not any breaches of representations or warranties have occurred) pursuant to this clause, the representations and warranties of Company or any Shareholders in this Agreement or any Transaction Document shall not be deemed qualified by any references herein to materiality generally or to whether or not any such breach results or may result in a Shareholder is participatingMaterial Adverse Effect), each and (ii) severally but not jointly to indemnify the Purchaser Indemnitees against and hold them harmless from any and all Losses incurred or suffered by the Purchaser Indemnitees arising out of or with respect to (A) the breach of any representation or warranty or (B) any covenant or agreement, in the case of (A) and (B) of such Shareholder will furnish in this Agreement or the Transaction Documents. (b) Payments by the Shareholders pursuant to Section 7.3(a) shall be limited to the Company in writing such information and affidavits amount of any liability or damage that remains after deducting therefrom (i) any amounts actually recovered by or on behalf of any Purchaser Indemnitees under insurance policies with respect to such Shareholder as the Company reasonably requests for use liability or damage, net of actual out-of-pocket expenses incurred in connection with obtaining such amounts, any registration statement co-payment, retrospective premium adjustment and increased premiums resulting from such liability or prospectus covering the Registrable Securities of such Shareholder damage, and (ii) any adjustments to the extent permitted by law agrees Purchase Price pursuant to indemnify Section 2.2(a) with respect to the subject matter in dispute. Each of Parent and hold harmless the Purchaser shall use commercially reasonable efforts to obtain payments under any insurance policies of the Company, any of its directorsSubsidiaries, officers and agents and each Person who controls (within the meaning of the 1933 Act Parent 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 Purchaser with respect to any such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement liability or prospectusdamage; provided, however, that neither Parent nor the obligation to indemnify Purchaser shall be severalrequired to bring suit against any insurer to enforce rights under any such applicable policies. (c) No claim may be made against the Shareholders for indemnification pursuant to Section 7.3(a)(i)(A) or 7.3(a)(ii)(A) with respect to any individual item of Loss, not joint unless all Losses of the Purchaser Indemnitees with respect to Section 7.3(a)(i)(A) and several7.3(a)(ii)(A) shall exceed on a cumulative basis an amount equal to $2,500,000, among at which time and thereafter, such Shareholders and the liability of each such Shareholder Purchaser Indemnitee shall be entitled to indemnification for all such Losses in proportion excess of $2,500,000; provided, however, that any Losses based upon a breach of Section 3.2 (Capital Stock of Company; Ownership of the Shares), Section 3.17 (Brokers; Company Transaction Expenses), Section 4.2 (Ownership of the Shares) or Section 4.3 (Authorization; Binding Effect) shall not be subject to any such limitation. The aggregate maximum indemnification payable by the Shareholders pursuant to Section 7.3(a)(i)(A) and 7.3(a)(ii)(A), other than for any claims based upon a breach of Section 3.2 (Capital Stock of Company; Ownership of the Shares), Section 4.2 (Ownership of the Shares) or Section 4.3 (Authorization; Binding Effect ), shall be limited to an amount equal to 10% of the Purchase Price. Notwithstanding the foregoing, in the event of a breach of Section 3.1 (Incorporation and Qualification of Company and its Subsidiaries; Authority), Section 3.2 (Capital Stock of Company; Ownership of the Shares), Section 4.2 (Ownership of the Shares) or Section 4.3 (Authorization; Binding Effect), each Shareholder’s maximum liability for such breach shall be limited to the net amount Purchase Price proceeds received by such Shareholder. (d) Each of Parent and the Purchaser hereby agrees that, to the extent any representation or warranty of Company or any Shareholder in this Agreement or any other Transaction Document is, to the knowledge of Parent or the Purchaser acquired prior to the Closing, untrue or incorrect as of the Closing, then such representation or warranty shall be deemed to be amended as of the Closing to the extent necessary to render it consistent with such knowledge of Parent or the Purchaser and, notwithstanding any other provision of this Agreement or any other Transaction Document, no claim for indemnification may (i) thereafter be asserted on the basis of such inaccuracy or (b) be asserted for any breach of any representation, warranty, covenant or agreement of which breach (or of facts, circumstances or conditions that could reasonably form the basis of such breach) Parent or the Purchaser had knowledge prior to the Closing; provided, however, that this Section 7.3(d) shall not apply with respect to the representations and warranties set forth in Section 3.15(a) and (c). Company and the Shareholders agree that any disclosure in the Schedule of Exceptions relating to potential liabilities of Company for state Taxes shall be disregarded for purposes of determining whether any representation or warranty has been breached or in determining the amount of any Loss relating to any such breach. (e) Any indemnification payments due to the Purchaser for any breach of Section 3.2(b) (Capital Stock of Company; Ownership of Shares) and Section 3.17 (Brokers; Company Transaction Expenses) shall first be made from the sale Holdback Amount. (f) In light of Registrable Securities pursuant to the 12-month survival period provided in Section 7.1, the Trustees shall retain on behalf of the Shareholders, in a registration statement in accordance with separate and distinct account, and will not distribute until the terms first anniversary of the date of this Agreement, an aggregate amount equal to ten percent (10%) of the Purchase Price. The indemnity agreement contained If as of such anniversary date there exists any unresolved claim described in this a claim notice delivered to the Shareholders’ Representative pursuant to Section 5.05 7.4(a) or (b) prior to such anniversary date, the Trustees shall, with respect to each such claim, retain and not distribute until such claim is resolved by the applicable parties an aggregate amount equal to the good faith estimate of the indemnifiable Losses relating to such then-outstanding claim, as mutually agreed upon by the Purchaser and the Shareholders’ Representative. (g) Notwithstanding anything to the contrary, in no event shall the Shareholders or any of them be liable to any Purchaser Indemnitee with respect to any Third-Party Claim relating to the operation of the business of the Company and/or any of its Subsidiaries prior to the Closing and of which neither the Company nor any Shareholder had knowledge as of the Closing. This Section 7.3(g) 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 state Tax matters covered by Section 3.15(a) 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 Each of the Shareholders who is also a director of Baytown hereby agrees, severally in which a Shareholder is participating, each proportion to such Shareholder will furnish Shareholders' pro rata ownership of the Baytown Common Stock to the Company in writing such information ownership by all of the Shareholders of the Baytown Common Stock 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 up to the extent permitted amount of Baytown Common Stock Consideration received by law agrees such Shareholder, to indemnify and hold harmless the CompanyBancshares and each of its Subsidiaries, its Affiliates, directors, officers officers, employees and agents (the "Indemnified Persons") harmless with respect to any and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Companyall liabilities, against any losses, claims, damages, liabilities deficiencies, judgments, costs expenses (including, without limitation, the fees and expenses arising out of counsel), and interest or based upon penalties (collectively "Losses") resulting from (i) any untrue statement of a material fact inaccuracy or any omission to state breach of any representation or warranty made by Baytown in this Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or as 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 part of the prospectus transactions contemplated hereby or preliminary prospectusthereby and (ii) the failure of Baytown to perform any agreement or covenant required by this Agreement, the Consolidation Agreement or any other instrument or agreement contemplated hereby or thereby. Losses shall not include loan losses which occur after the Closing unless such loan losses are a direct result of any inaccuracy or any breach of any representation or warranty made by Baytown in light this Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or as a part of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement transactions contemplated hereby 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 Agreementthereby. The indemnity agreement contained indemnification provided for in this Section 5.05 10.02 shall not apply to amounts paid in settlement of be the exclusive post-closing remedy for the Indemnified Persons for 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 documentLosses.

Indemnification by the Shareholders. In connection with addition to any registration statement other remedies available to Buyer under this Agreement, or at law or in which a Shareholder is participatingequity, each such Shareholder will furnish to of the Company in writing such information 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 indemnify severally indemnify, defend and hold harmless the Company, its Buyer and their affiliates and their respective officers, directors, officers and employees, agents and each Person who controls stockholders (within collectively, the meaning "Buyer Indemnified Parties"), against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable fees and expenses of attorneys, consultants and experts (collectively, the "Damages") in excess of $150,000 in the aggregate that the Buyer Indemnified Parties shall incur or suffer, which arise, result from or relate to (i) any breach by any of the 1933 Act Shareholders of (or the 0000 Xxxfailure of any of the Shareholders to perform) their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by any of the Shareholders under this Agreement, (ii) the Company, against any losses, claims, damages, liabilities and expenses arising out 's ownership and/or operation 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, those properties distributed to the extent, but only Shareholders prior to the extentdate hereof referred to in Schedule 2.1.10 hereto, that such untrue statement or omission is made in reliance (iii) the promissory note represented by the "Notes Payable - SKROS" line item on and in conformity with the information or affidavit with respect 7/31 Balance Sheet assumed by the Shareholders prior to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectusdate hereof; provided, however, that (iv) the obligation Shareholders' aggregate obligations to indemnify shall be several, not joint and several, among such Shareholders Buyer and the liability other parties identified above shall never exceed the aggregate sum of each such Shareholder $15,000,000.00; (v) the Shareholders shall not be in proportion required to so indemnify, defend and limited hold harmless Buyer and its officers, directors, employees, agents and stockholders, against and with respect to any damages incurred as a result of a breach by either of the net amount received by such Shareholder from the sale Shareholders of Registrable Securities pursuant to a registration statement in accordance with the terms their respective representations and warranties 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 amendmentschedule, supplement certificate, exhibit or preliminary materials associated therewith are statements specifically relating other instrument furnished or delivered to Buyer by any of the Shareholders under this Agreement for which Buyer fails to provide written notice of a claim for such damages to the Shareholders on or before the expiration of the survival period (aas specified in Section 5.1 hereof) transactions of the specific representation or warranty alleged to have been breached; (vi) to the relationship between such holder and extent the Buyer has actually recovered damages from a collateral source including, but not limited to, a third party or insurance coverage, for which Buyer is indemnified by the Shareholders pursuant to this Section 4.1, then Buyer agrees not to enforce its Affiliates, on the one hand, right to indemnification under this Section 4.1 (and the CompanyBuyer agrees that it will, on to the other handextent it can legally do so, (b) subrogate its right to collect any such damages from a collateral source to the beneficial ownership of shares of Common Stock by Shareholders to the extent the Shareholders have paid such holder and its Affiliates, (c) indemnification to the name and address of such holder Buyer); and (dvii) Buyer agrees it will not seek indemnification under this Section 4.1 for any additional information about environmental remedial work on any of the Company's properties unless the Company (or Buyer) is required to perform such holder work by a third party or the plan of distribution (other than for an underwritten offering) required by law a governmental entity or regulation to be disclosed in any such documentagency.

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(a) Subject to Section 9.04, each such Shareholder will furnish to the Company in writing such information 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 TMP and hold TMP harmless after the Company, its directors, officers Closing from and agents against and each Person who controls (within the meaning in respect of the 1933 Act or the 0000 Xxx) the Company, against any losses, damages, expenses, liabilities, claims, damagessettlements, liabilities assessments and judgments (including reasonable costs and attorneys' fees and other expenses arising out of any claim, or the defense, settlement or investigation thereof, made with respect to any of the foregoing, including, without limitation, those arising in any action against any Shareholder) incurred or suffered by TMP, arising out of, based upon or resulting from (i) any untrue statement breach by TASA or the Shareholders of a material fact their respective representations and warranties, obligations or covenants contained in this Agreement or any omission document or certificate delivered by them pursuant to state a material fact required to be stated therein this Agreement, (ii) any Taxes for all periods through the Closing Date (whether or necessary to make not disclosed on the statements TASA Disclosure Schedule) which Taxes have not been reserved for on the June 30, 1998 balance sheet included in the registration statement Interim Financial Statements, or prospectus (iii) the failure of TASA or preliminary prospectus the TASA Subsidiaries to obtain any consent required in connection with the consummation of the transactions contemplated hereby. (b) Each Shareholder shall, severally and not jointly, indemnify TMP and hold TMP harmless from and against and in respect of any losses, damages, expenses, liabilities, claims, settlements, assessments and judgments (including reasonable costs and attorneys' fees and other expenses arising out of any claim, or the defense, settlement or investigation thereof, made with respect to any of the foregoing, including, without limitation, those arising in any action against such Shareholder) incurred or suffered by TMP, arising out of, based upon or with respect to untrue statements or omission, made in the case of the prospectus Registration Statement (or preliminary prospectus, in light of the circumstances under which they were madeany amendment thereto) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on upon and in conformity with the written information or affidavit with respect furnished to such Shareholder so furnished in writing TMP by such Shareholder expressly for use in the registration statement 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 amendment or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayedsupplement 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 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 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 registration statement in which a Shareholder is participating(a) Subject to Section 9.04 below, each such Shareholder will furnish to the holders of the Company Common Stock shall severally, but not jointly, in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use proportions 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 9.02(b) below, indemnify, defend and hold harmless Parent, Acquisition Subsidiary, the CompanySurviving Corporation and their 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, diminution in value, claims, damagesfines, liabilities penalties, costs and expenses expenses, including, without limitation, reasonable attorneys' and accountants' fees (collectively, "Losses") incurred by Parent, Acquisition Subsidiary, the Surviving Corporation or any of their respective officers, directors, employees, agents, subsidiaries or affiliates, arising out of or based upon resulting from: (i) any untrue breach of any representation or warranty made by the Company or such Shareholder contained in this Agreement or in any Schedule hereto or other certificate or statement delivered pursuant hereto and the items referred to in such representations or warranties or schedules as having been delivered or made available to Parent(without regard to any dollar amount or qualifications or limitations regarding materiality or Material Adverse Effect contained therein); or (ii) the nonperformance of a material fact any covenant or any omission to state a material fact required obligation to be stated therein performed by the Company or necessary to make such Shareholder under this Agreement or other document delivered pursuant hereto. (b) Parent shall deposit in escrow with the statements escrow agent identified in the registration statement or prospectus or preliminary prospectus (in the case form of the prospectus or preliminary prospectus, in light Indemnification Escrow Agreement attached hereto as Exhibit 9.02(b) (the "Indemnification Escrow Agreement") Seven Million Five Hundred Thousand Dollars ($7,500,000.00) (the "Indemnification Escrow Amount") of the circumstances under which they were made) not misleading, Aggregate Merger Consideration issuable to the extentholders of Company Common Stock, 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 which amount shall be several, not joint held 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 disbursed in accordance with the terms of such Indemnification Escrow Agreement. Any payments required to be made by the holders of Company Common Stock pursuant to this Article IX shall initially be made from the Indemnification Escrow Amount in accordance with the terms of the Indemnification Escrow Agreement. The indemnity agreement contained Indemnification Escrow Amount shall be held in this Section 5.05 shall not apply escrow until the later of (i) the first anniversary of the Closing Date, and (ii) the first to amounts paid in settlement occur of any such loss(x) the completion by Parent and its independent auditors of Parent's audited financial statements for its fiscal year ending June 30, claim2005, damageand (y) October 31, liability, action or proceeding if such settlement 2005. If the Indemnification Escrow Amount is effected without insufficient to satisfy the consent obligations of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of Company Common Stock under this Article IX or if the Registrable Securities hereby acknowledge and agree thatIndemnification Escrow Agreement has terminated, unless otherwise expressly agreed then those holders of Company Common Stock who are Shareholders shall pay to Parent in writing cash an amount equal to the excess of such Losses over the Indemnification Escrow Amount, multiplied by such holderstheir Proportional Amount. For each Shareholder, the only information furnished or to be furnished to "Proportional Amount" shall equal a ratio, the Company numerator of which is the consideration received 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 total shares of Common Stock held by such holder Shareholder and its Affiliates, (c) the name and address denominator of such holder and (d) any additional information about such holder or which is the plan aggregate consideration received by all Shareholders for all Shares of distribution (other than for an underwritten offering) required Common Stock held by law or regulation to be disclosed in any such documentall Shareholders.

Indemnification by the Shareholders. In (a) Each Shareholder, severally and not jointly, shall indemnify the Buyer and its subsidiaries and their respective officers, directors, employees, shareholders, representatives and agents, and hold each of them harmless against and in respect of any and all damage, loss, deficiency, liability, obligation, commitment, cost or expense (including reasonable attorneys' fees and expenses) ("Losses") resulting from, or in respect of, the failure of any of the representations and warranties made by such Shareholder in article III hereof to be true and correct in all material respects as of the times such representations and warranties were made. Each Shareholder's liability under this section 7.2 shall be limited to his or her pro rata share of the Purchase Price, based upon such Shareholder's percentage ownership of all Shares as set forth on Schedule A hereto. Except as expressly set forth in this section 7.2, Buyer shall have no recourse against the Shareholders for liability arising out of or in connection with any registration statement in which a Shareholder is participatingthis Agreement, each such Shareholder will furnish to including without limitation liability based upon breaches by the Company in writing such information and affidavits with respect to such or any Shareholder of any of its obligations hereunder. (b) In the event the Buyer suffers Losses as the Company reasonably requests for use a result of or in connection with any registration statement misrepresentation, breach of warranty, or prospectus covering failure to perform any covenant on the Registrable Securities part of the Company or the Shareholders under this Agreement (other than a breach of a representation or warranty set forth in article III hereof, which breach shall be handled under section 7.2(a) hereto), then Buyer's sole remedy in connection with any Loss and all such Shareholder and Losses, subject to the extent permitted by law agrees to indemnify and hold harmless limitations set forth in section 7.2(c) hereof, shall be reimbursement from the CompanyEscrow Account of an amount that, 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 aggregate, shall not exceed the Escrow Fund. (c) As provided in section 2.3, at Closing, the case of Buyer shall pay the prospectus or preliminary prospectusEscrow Fund into the Escrow Account, in light of the circumstances under which they were made) not misleading, and any and all reimbursement to the extent, but only Buyer pursuant 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 section 7.2(b) hereof shall be severaldrawn from, 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 of, the sale of Registrable Securities Escrow Fund. The Escrow Fund shall be available to reimburse Buyer pursuant to a registration statement in section 7.2(b) only with respect to Losses with respect to which the Buyer, on or before June 30, 1997, provides the Shareholders' Representative written notice specifying the basis of the claim, the nature of the Losses and the amount of actual Losses incurred by Buyer. In accordance with the terms of this the Escrow Agreement, on July 2, 1997, the remaining balance in the Escrow Account, if any, shall be remitted to Shareholders' Representative. All disbursements from the Escrow Fund to the Buyer pursuant to section 7.2(b) shall be made pursuant to the terms and conditions of the Escrow 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 Escrow Fund shall not be unreasonably withheld or delayed). The Company and the holders available for reimbursement of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing Buyer's Losses covered 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 (asection 7.2(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 documentabove.

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 The Shareholders, agree to jointly and severally indemnify, reimburse and hold Buyer and the Companies harmless against and from: (a) All Damages suffered, incurred, or sustained by Buyer as a result of (i) the existence on or before the Closing Date of any liabilities, absolute or contingent, of the Companies; (ii) the material untruth of any representation or the breach of any warranty by the Shareholders made in this Agreement; (iii) the material untruth of any certificate required under this Agreement to be delivered by the Shareholders or the Companies to Buyer on the Closing Date; (iv) the material breach of this Agreement by the Companies or the Shareholders. (b) Buyer shall give the Shareholders prompt notice of any claim to indem nification it may wish to assert pursuant to this Section 9.3 as soon as reasonably practicable. Before being required to make any payments pursuant to this Section 9.3, the Shareholders may, in their discretion and at their expense, take all necessary steps properly to contest any claim or liability or action in respect thereof involving third parties, or to prosecute such contest or action to conclusion or settlement satisfactory to Buyer and themselves; provided however, no contest shall adversely affect the operation of the Companies' Business. Buyer shall cooperate fully with the Shareholders in the reasonable conduct of any registration statement in which a Shareholder is participatingsuch contest or action, each legal proceedings, negotiation, or settlement and will not compromise voluntarily or settle any such Shareholder will furnish contest, action, legal proceeding, claim or demand without prior notice to the Company Shareholders. (c) Upon the payment to Buyer by the Shareholders of any amount which Buyer is entitled to receive by way of indemnification under this Section 9.3, Buyer, shall forthwith assign to the Shareholders all of its right, title, and interest in writing such information and affidavits any item for which indemnification shall so be made, including claims against third parties relating therewith. (d) In the event that the Shareholders shall dispute the right of Buyer to be indemnified under this Section 9.3, or any item with respect to which Buyer shall so request indemnification, or if the Shareholders shall dispute the amount which Buyer shall be entitled to receive with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities item by way of indemnification, such Shareholder and dispute shall be submitted 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 arbitration in the registration statement or prospectus or preliminary prospectus (in the case City of the prospectus or preliminary prospectusMiami, 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 Florida in accordance with the terms of this Agreement. The indemnity agreement contained rules then 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 effect of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed American Arbitration Association. (e) Buyer shall have the right to in writing by such holders, set-off any amounts due it pursuant to a claim for indemnification against 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 documentEscrow Fund.

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 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 (a) The Shareholders (other than Xxxxxxxx and Xxxxxxx Xxxxxxx) shall jointly and severally indemnify and defend the Buyer and MedSource and each of its respective officers, directors, employees, stockholders, agents, advisors or representatives (each, a "Buyer Indemnitee") against, and hold each Buyer Indemnitee harmless from, any registration statement in which a Shareholder is participatingloss, each such Shareholder will furnish liability, obligation, deficiency, damage, Tax or expense including, without limitation, interest, penalties, reasonable attorneys' and consultants' fees and disbursements (collectively, "Damages"), that any Buyer Indemnitee suffers or incurs based upon, arising out of, relating to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use or 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 following (whether or not in connection with any third party claim): (i) The inaccuracy of any representation or warranty made by the 0000 XxxCompany contained in this Agreement or in any other Transaction Document or, subject to section 10.5(b), in respect of any claim made by a third party and based upon facts that would, if true, render such representation or warranty inaccurate; (ii) The Company's failure to perform or to comply with any covenant required to be performed or complied with by the CompanyCompany contained in this Agreement or in any other Transaction Document; (iii) Any Taxes for which the Company is liable with respect to any Pre-Closing Period (whether or not shown on any Tax Return) with respect to periods or portions thereof ending on or before the Closing Date, against including Taxes accruable upon income earned through the Closing Date which have not been paid in full or accrued as current liabilities for Taxes on the Working Capital Statement or otherwise reflected in the determination of the Final Working Capital; (iv) Any claim relating to dissenters' rights raised by any lossesShareholder; (v) The existence of, claimsor a claim with respect to, damages, liabilities and expenses any interest of Xxxxxxx X. Xxxxxx in the Xxxx Property; (vi) Any claim by any Person for monetary or any other consideration or any other interest arising out of this Agreement, that is in any way inconsistent with Schedule 2.3(b); (vii) Both of the matters referred to in Schedule 3.8(a); or (viii) Any Institutional Indebtedness of the Company outstanding as of the Closing Date other than the SunTrust Debt. (b) Each Shareholder shall severally indemnify any Buyer Indemnitee for any Damages that such Buyer Indemnitee suffers or incurs based upon upon, arising out of, relating to or in connection with any untrue statement of a material fact the following (whether or not in connection with any omission third party claim): (i) The inaccuracy of any representation or warranty made by such Shareholder in the Letter of Transmittal executed by such Shareholder; or (ii) Such Shareholder's failure to state a material fact perform or comply with any covenant required to be stated therein performed 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 complied with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use contained herein, 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 Letter of each such Shareholder shall be in proportion to and limited to the net amount received Transmittal executed 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 other Transaction Document to (a) transactions or the relationship between which 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, Shareholder is a party. (c) Notwithstanding anything in this Agreement to the name contrary, the payment of any amounts due to a Buyer Indemnitee under this Article 10 may be satisfied by the Shareholders by the payment and address delivery of cash and MedSource Shares, but in no event shall the percentage of cash paid hereunder be less than the percentage of cash received by the Shareholder as set forth in Schedule 2.3(b). To the extent a Shareholder has sold or otherwise transferred his MedSource Shares prior to the time of such holder and (d) any additional information about delivery, the cash/stock ratio of such holder or delivery shall be increased accordingly. Notwithstanding anything to the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed contrary in any such document.this section

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 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 any registration statement in which a Shareholder is participating, each such Shareholder will furnish (i) Subject to the Company provisions of Section 8.1, Section 8.2(a) and Section 8.4 hereof, the Shareholders, severally in writing such information and affidavits accordance with respect to such their respective 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 Percentage, shall indemnify and hold harmless the Parent and Surviving Company, its Sub and their directors, officers officers, employees, Affiliates, and agents (collectively, an “indemnitee”) at all times from and each Person who controls after the Closing Date, against and in respect of Losses arising from or relating to: (within the meaning A) any breach of any of the 1933 Act representations or warranties made by DAI or Shareholders in this Agreement, including, but not limited to, Section 4.19(b); (B) any breach of the 0000 Xxxcovenants and agreements made by DAI or Shareholders in this Agreement; (C) any claims made by third parties that were not included on the schedules herein as actual or potential claims or liabilities, including, but not limited to, any claims for indemnification and by any taxing authority, arising from the operations of the DAI Business or any DAI agreements, transactions or contracts entered into prior to and through the Closing Date; (D) any liability for any transactions or agreements between any of DAI’s current or former shareholders, Shareholders, officers, directors or employees entered into prior to and through the Closing Date that were not included on the schedules herein as actual or potential claims or liabilities; and (E) the Company, against any losses, claims, damages, liabilities enforcement by Parent and expenses arising out Sub or other Indemnitee of or based upon any untrue statement of a material fact or any omission to state a material fact required their rights to be stated therein or necessary to make indemnified, defended and held harmless under this Agreement. (ii) No claim for indemnification shall be asserted against 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 Shareholders with respect to any single Loss in an amount less than $5,000, it being understood that the aggregate amount of all Losses arising from the same operative facts and circumstances shall be deemed a single Loss (a claim asserted against the Shareholders for a single Loss in excess of $5,000 being herein referred to as an “indemnifiable claim”). No Loss shall be deemed to have been sustained to the extent of any proceeds received by Sub or Parent or any other party indemnified by the Shareholders hereunder from any insurance policy with respect thereto. (iii) No amount shall be payable by the Shareholders with respect to any Indemnifiable Claims unless and until the aggregate amount of such Indemnifiable Claims payable by the Shareholders exceeds $75,000. Payment shall include the aggregate claims up to the initial $75,000. (iv) The Shareholders’ aggregate liability for indemnification hereunder shall not exceed the fair market value of the Escrowed Shares as calculated on the Closing Date (the “Shareholders’ Liability Limit”). Each Shareholder’s individual liability for indemnification hereunder shall not exceed their Shareholder so furnished Percentage of the Shareholder’s Liability Limit. The Shareholder’s liability for payment of Indemnifiable Claims hereunder shall be limited exclusively to Parent’s right to receive for cancellation an appropriate number of Escrowed Shares pursuant to Section 8.4 of this Agreement and the Escrow Agreement. Notwithstanding the terms of this paragraph or any other provision of this Agreement or the Operative Documents, (i) Shareholders at their option may settle any Indemnifiable Claim by paying the full amount of the Indemnifiable Claim in writing cash, and (ii) Shareholders’ Liability Limit shall not apply to Osmose for any claim made by such Shareholder expressly for use in any party against Osmose or any party hereto, related to the registration statement treatment or prospectususage of any materials containing chromated copper arsenate (“CCA”); provided, however, that this subparagraph (ii) shall in no event be construed as an admission by Osmose of any liability whatsoever related to CCA, nor shall this subparagraph (ii) imply that this Agreement creates any separate obligation on the obligation part of Osmose to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion any party with respect to and limited claims related 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 CCA beyond what is specifically provided for elsewhere 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 Agreement or in any amendment, supplement other valid agreement to which Osmose is a party. (v) An Indemnifiable Claim based upon a purported misrepresentation or preliminary materials associated therewith are statements specifically relating to breach of warranty or covenant by DAI or Shareholders must first be asserted within three (a3) transactions or years from the relationship between such holder and its Affiliates, on Closing Date. Any Indemnifiable Claim that is not asserted within 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 period provided above therefor shall be disclosed in any such documentforever barred.

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.