Common use of Indemnification by the Stockholder Clause in Contracts

Indemnification by the Stockholder. Each Stockholder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Stockholder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholder.

Indemnification by the Stockholder. Each The Stockholder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholderand hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director and officer of its directors and officers and each underwriter (if any)the Company, and each other personPerson, if any, who controls such Stockholder or such underwriter the Company within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in with respect thereof) arise out of or are based upon to any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the 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 statement therein not misleadingany amendment or supplement thereto, if the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by such the Stockholder expressly for use thereinin the preparation of such Registration Statement, Prospectus, or amendment or supplement thereto; provided, -------- however, that the Stockholder shall not be liable to the extent that the losses, liabilities ------- or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Stockholder has advised the Company that the filing of a post-effective amendment or supplement thereto is required with respect to any information contained in such Prospectus concerning the Stockholder, except such Prospectus as so amended or supplemented. Such indemnity shall reimburse remain in full force and effect regardless of any investigation made by or on behalf of the Company, its directors and officersor any such director, and each such officer, or controlling person for any legal or other expenses reasonably incurred and shall survive the transfer of such securities by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholder.

Indemnification by the Stockholder. Each The Stockholder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholderand hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director and officer of its directors and officers and each underwriter (if any)the Company, and each other personPerson, if any, who controls such Stockholder or such underwriter the Company, within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in with respect thereof) arise out of or are based upon to any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the 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 statement therein not misleadingany amendment or supplement thereto, if the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by such the Stockholder expressly for use thereinin the preparation of such Registration Statement, Prospectus, or amendment or supplement thereto; provided, however, that the Stockholder shall not be liable to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Stockholder has advised the Company that the filing of a post-effective amendment or supplement thereto is required with respect to any information contained in such Prospectus concerning the Stockholder, except such Prospectus as so amended or supplemented. Such indemnity shall reimburse remain in full force and effect regardless of any investigation made by or on behalf of the Company, its directors and officersor any such director, and each such officer or controlling person for any legal or other expenses reasonably incurred and shall survive the transfer of such securities by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholder.

Indemnification by the Stockholder. Each Subject to the terms and conditions of this Agreement, the Stockholder willagrees to indemnify, defend and hold Purchaser and its directors, officers, members, managers, employees, agents, attorneys and affiliates harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses (collectively, "Damages") asserted against or incurred by Purchaser or any of such individuals (including, but not limited to, any reduction in payments to or revenues of the event that Acquired Companies), arising out of or resulting from: a. a breach of any registration is being effected under representation, warranty or covenant of the Securities Act pursuant Acquired Companies or the Stockholder contained herein or in any schedule or certificate delivered hereunder, disregarding for purposes hereof any materiality qualifications contained therein to the extent such materiality qualifications, when taken as a whole, represent a material breach of this Agreement of by the Acquired Companise or the Stockholder; b. any Registrable Securities held by such Stockholder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder or such underwriter within the meaning of liability under the Securities Act, against the Exchange Act or any lossesother federal or state "Blue Sky" or securities law or regulation, claimsat common law or otherwise, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereofi) arise arising out of or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained relating to the Stockholder, the Acquired Companies or the Subsidiaries and provided to Purchaser or its counsel by them specifically for inclusion in a registration statement or any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statementforming a part thereof, or any amendment thereof or supplement thereto, or any other filing made pursuant to the Registration StatementExchange Act, or arise (ii) arising out of or are based upon any omission or the alleged omission to state therein a material fact relating to the Stockholder, the Acquired Companies or the Subsidiaries required to be stated therein or necessary to make the statement statements therein not misleading, if and not provided to Purchaser or its counsel by the statement Acquired Companies or omission was made in reliance upon and in conformity with information furnished in writing the Stockholder; c. any liability arising from any alleged unlawful sale or offer to sell or transfer any of the Common Stock by the Stockholder; or d. notwithstanding anything herein to the Company contrary, any liability arising from any claim by Northern New Jersey Eye Institute, P.A. or any stockholder of or physician employed by Northern New Jersey Eye Institute, P.A. that such Stockholder expressly for use thereinentity, stockholder or physician was fraudulently induced into entering into the Services Agreement, and shall reimburse any liability incurred or arising from any breach by the Company, its directors Acquired Companies of the Services Agreement and officerswhich breach arose on or before the Closing Date, and each such controlling person for any legal liability incurred or other expenses reasonably incurred arising from the unenforceability of the Services Agreement due to actions or inactions by any of them in connection with investigation the Stockholder or defending any such loss, claim, damage, liability the Acquired Companies which occurred on or action. Each Stockholder’s indemnification obligations hereunder shall be limited to before the amount of any net proceeds actually received by such StockholderClosing Date.

Indemnification by the Stockholder. Each In connection with the Shelf Registration Statement, the Stockholder will, will furnish to the Company in writing such information as shall be reasonably requested by the Company for use in the event that any registration is being effected under Shelf Registration Statement or prospectus and shall, to the Securities Act pursuant to this Agreement of any Registrable Securities held extent permitted by such Stockholderlaw, indemnify and hold harmless the Company, each of its directors and directors, officers and each underwriter (if any), agents and each other personPerson, if any, who controls such Stockholder or such underwriter the Company (within the meaning of the Securities Act or the Exchange Act, ) (the Company and any such other Person being hereinafter a “Company Indemnitee”) against any all losses, claims, judgments, damages or liabilitiesliabilities to which any such Company Indemnitee may become subject, whether joint under the Securities Act or severalthe Exchange Act or otherwise., insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Shelf Registration Statement, prospectus or any preliminary prospectus or any amendment or supplement to any of the Registration Statementforegoing, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances under which they were made, not misleading, if in each case, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by such or on behalf of the Stockholder expressly for use thereinin the preparation of such documents; and, and subject to Section 6.3, the Stockholder shall reimburse the Company, its directors and officers, and each such controlling person Company Indemnitee for any legal or other and all expenses whatsoever (including reasonable fees and disbursements of counsel chosen by the Company), reasonably incurred by any of them the Company Indemnitee in connection with investigation investigating, preparing for or defending against any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder ; provided, however, that the maximum amount of liability of the Stockholder under this Section shall be limited to an amount equal to the amount of any net proceeds actually received by the Stockholder from the sale of securities effected pursuant to such Stockholderregistration.

Indemnification by the Stockholder. Each Stockholder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Stockholder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s 's indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholder.

Indemnification by the Stockholder. Each Subject to the terms and conditions of this Article XIII, the Stockholder willagrees to indemnify, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholder, indemnify defend and hold harmless Acquiror, the Company, each and their respective directors, officers, members, managers, employees, agents, attorneys and affiliates harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses (collectively, "Damages") asserted against or incurred by such indemnities arising out of its directors or resulting from: 13.1.1 a material breach of the Company or the Stockholder of any representation, warranty or covenant of the Company or the Stockholder contained herein or in any Schedule or certificate delivered by them hereunder; 13.1.2 any violation by the Stockholder, the Company and/or any of their past or present directors, officers, members, managers, shareholders, employees, agents, consultants and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder affiliates of state or such underwriter within federal laws occurring on or before the meaning of Closing Date; 13.1.3 any liability under the Securities Act, against the Exchange Act or any lossesother federal or state "Blue Sky" or securities law or regulation, claimsat common law or otherwise, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained relating to the Stockholder or the Company and provided in any Registration Statement under which writing to Acquiror or its counsel by the sale of such Registrable Securities was registered under Company or the Securities ActStockholder, specifically for inclusion in any preliminary prospectus, final prospectus or summary prospectus contained in the Registration StatementStatement or any prospectus forming a part thereof, or any amendment thereof or supplement to the Registration Statementthereto, or arise arising out of or are based upon any omission or the alleged omission to state therein a material fact relating to the Stockholder and/or the Company required to be stated therein or necessary to make the statement statements therein not misleading, if the statement and not provided to Acquiror or omission was made in reliance upon and in conformity with information furnished in writing to its counsel by the Company by such Stockholder expressly for use thereinor the Stockholder, and shall reimburse provided, however, that the Company, its directors the Stockholder and officerstheir counsel are afforded a reasonable opportunity to review and comment upon any preliminary prospectus, the Registration Statement, or any part thereof, or any amendment thereof or supplement thereto, and each provided further that such controlling person for indemnity shall not apply if the Company or the Stockholder provides to Vision 21 or its counsel a written request that any legal omission or other expenses reasonably incurred untrue statement occurring in any preliminary prospectus, registration statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto be corrected and such requested correction is not made; or 13.1.4 any filings, reports or disclosures made by any of them in connection with investigation the Company or defending any such lossthe Stockholder, claimas the case may be, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited pursuant to the amount of any net proceeds actually received by such StockholderIRS Voluntary Compliance Resolution Program.

Indemnification by the Stockholder. Each Stockholder willWhenever pursuant to Section 2 hereof, in a Registration Statement relating to the event that any registration Registrable Securities is being effected filed under the Securities Act pursuant to this Agreement of any Registrable Securities held by such StockholderAct, the Stockholder will, indemnify and hold harmless the Company, each of its directors and directors, officers and each underwriter (if any)employees, and the Company’s legal counsel and independent accountant, and each other personPerson, if any, who controls such Stockholder or such underwriter the Company within the meaning of Section 15 of the Securities ActAct and Section 20 of the Exchange Act (collectively, the “Company Indemnitees” and, individually, a “Company Indemnitee”) against any all losses, claims, judgments, damages or liabilities, whether joint or several, to which any of the Company Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or Prospectus contained therein, or any amendment or supplement to the Registration Statementthereto, or arise out of or are based upon any the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances under which they were made, not misleading, if but only if, and to the extent that, such statement or omission is based on written information provided by the Stockholder or a representation of the Stockholder, that the Stockholder has requested be included in such Registration Statement or Prospectus, or to the extent that such information relates to the Stockholder or the Stockholder’s proposed method of distribution of Registrable Securities and was made in reliance upon reviewed and in conformity with information furnished approved in writing to by the Company by such Stockholder expressly for use thereinin the Registration Statement, the Prospectus or the form of Prospectus or in any amendment or supplement thereto, and shall will reimburse the Company, its directors and officers, and each such controlling person Company Indemnitee for any all legal or other expenses reasonably incurred by any of them it in connection with investigation investigating or defending any against such loss, claim, damage, liability or action. Each Stockholder’s ; provided, however, that the maximum amount of liability in respect of such indemnification obligations hereunder (including, but not limited to, attorneys’ fees and expenses) shall be limited to an amount equal to the amount of any net proceeds actually received by the Stockholder from the sale of Registrable Securities under such Stockholderregistration statement.

Indemnification by the Stockholder. Each Stockholder will, in In the event that of any registration is being effected of Registrable Securities under the Securities Act pursuant to this Agreement of any Registrable Securities held by such StockholderAgreement, the Stockholder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7(a)) the Company, each of its directors officers, directors, employees, advisors, representatives and officers and each underwriter (if any)agents, and each other personPerson, if any, who controls such Stockholder or such underwriter the Company within the meaning of the Securities Act or the Exchange Act, against any losses, claims, judgments, damages Losses to which the Company or liabilities, whether joint any such indemnitees may become subject under the Securities Act or severalotherwise, insofar as such losses, claims, judgments, damages or liabilities Losses (or related actions in respect thereofor proceedings) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement the registration statement under which the sale of such Registrable Securities was were registered and sold under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement to the Registration Statementthereto, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances under which they were made, not misleading, if in each case to the extent such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about the Stockholder furnished in writing to the Company by such the Stockholder expressly specifically for use thereinin such registration statement, and preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the Stockholder shall reimburse the Company, its directors and officers, and each such controlling person not be liable for any legal or other expenses reasonably incurred by any amounts in excess of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually (after deducting the underwriter's discount but before deducting expenses) received by the Stockholder from sales of Registrable Securities pursuant to such Stockholderregistration statement.

Indemnification by the Stockholder. Each In connection with any Registration Statement in which the Stockholder willis participating, the Stockholder will furnish to the Company in writing such information as shall be reasonably requested by the event that Company for use in any registration is being effected under such Registration Statement or prospectus and shall, to the Securities Act pursuant to this Agreement of any Registrable Securities held extent permitted by such Stockholderlaw, indemnify and hold harmless the Company, each of its directors and directors, officers and each underwriter (if any), employees and each other personPerson, if any, who controls such Stockholder or such underwriter the Company (within the meaning of the Securities Act or the Exchange Act, ) (the Company and any such other Person being hereinafter a "Company Indemnitee") against any all losses, claims, judgments, damages or liabilitiesliabilities to which any such Company Indemnitee may become subject, whether joint under the Securities Act or severalthe Exchange Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities ActStatement, prospectus or any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to any of the Registration Statementforegoing, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances under which they were made, not misleading, if in each case, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by such or on behalf of the Stockholder expressly for use thereinin the preparation of such documents; and, and subject to Section 7.03, the Stockholder shall reimburse the Company, its directors and officers, and each such controlling person Company Indemnitee for any legal or other expenses reasonably incurred by any of them the Company Indemnitee in connection with investigation investigating, preparing for or defending against any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder ; provided, however, that the maximum amount of liability of the Stockholder under this Section 7.02 shall be limited to an amount equal to the amount of any net proceeds actually received by the Stockholders (after deducting any underwriting discount and expenses) from the sale of securities effected pursuant to such Stockholderregistration.

Indemnification by the Stockholder. Each In connection with the Shelf Registration Statement, the Stockholder willwill furnish to the Company in writing such information as shall be reasonably requested by the Company for use in any the Shelf Registration Statement or prospectus and shall, in to the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held extent permitted by such Stockholderlaw, indemnify and hold harmless the Company, each of its directors and directors, officers and each underwriter (if any), agents and each other personPerson, if any, who controls such Stockholder or such underwriter the Company (within the meaning of the Securities Act or the Exchange Act, ) (the Company and any such other Person being hereinafter a "Company Indemnitee") against any all losses, claims, judgments, damages or liabilitiesliabilities to which any such Company Indemnitee may become subject, whether joint under the Securities Act or severalthe Exchange Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Shelf Registration Statement, prospectus or any preliminary prospectus or any amendment or supplement to any of the Registration Statementforegoing, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances under which they were made, not misleading, if in each case, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by such or on behalf of the Stockholder expressly for use thereinin the preparation of such documents; and, and subject to Section 6.03, the Stockholder shall reimburse the Company, its directors and officers, and each such controlling person Company Indemnitee for any legal or other and all expenses whatsoever (including reasonable fees and disbursements of counsel chosen by the Company), reasonably incurred by any of them the Company Indemnitee in connection with investigation investigating, preparing for or defending against any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder ; provided, however, that the maximum amount of liability of the Stockholder under this Section shall be limited to an amount equal to the amount of any net proceeds actually received by the Stockholder from the sale of securities effected pursuant to such Stockholderregistration.

Indemnification by the Stockholder. Each (a) The Stockholder willhereby agrees to indemnify, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholder, indemnify defend and hold harmless the each Acquiring Company, each of its directors and officers the Acquiring Companies’ Affiliates and each underwriter of their respective officers, directors, managers, employees, agents, stockholders, members, partners and controlling Persons and their respective successors and assigns harmless from and against and in respect of any and all actions, causes of action, suits, claims, losses, costs, liabilities, damages and expenses (if any)including, without limitation, attorneys’ fees and expenses) (collectively, “Claims”) for loss or damage actually suffered, incurred or realized by such party arising out of or resulting from or relating to any breach of any representation, warranty, covenant or agreement made or undertaken by the Stockholder or the Company in this Agreement, the Option Agreement or the Registration Rights Agreement. (b) The Company and the Stockholder have disclosed to the Acquiring Companies the Restrictions. Notwithstanding such disclosure and anything to the contrary in this Article 10, the Stockholder hereby agrees to indemnify, defend and hold each Acquiring Company, each of the Acquiring Companies Affiliates and each of their respective officers, directors, managers, employees, agents, stockholders, members, partners and controlling Persons and their respective successors and assigns harmless from and against and in respect of any and all Claims for loss or damage actually suffered, incurred or realized by such party arising out of or resulting from or relating to the Restrictions. (c) In addition, the Stockholder agrees to indemnify, defend and hold each Acquiring Company, each of the Acquiring Companies’ Affiliates, and each other persontheir respective successors and assigns harmless for all Claims and any and all Liabilities for Taxes (x) in connection with or arising out of the Company’s activities or business on or prior to the Closing (including, if anybut not limited to, who controls such any Taxes owing by the Company or the Stockholder as a result of the distribution and assignment of the Option Agreement or such underwriter failure of the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Securities ActCode, against or (y) owing by any lossesPerson other than the Company for which the Company may be liable, claimsincluding, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities without limitation (A) under Treasury Regulation Section 1.1502-6 (or actions in respect thereof) arise out any similar provision of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Actstate, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statementlocal, or any amendment foreign law), (B) as a transferee or supplement to the Registration Statementsuccessor, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company (C) by such Stockholder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholdercontract.

Indemnification by the Stockholder. Each The Stockholder willhereby agrees that notwithstanding any investigation which may have been made by or on behalf of Purchaser prior to the Closing, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such StockholderStockholder shall, indemnify on a joint or several basis, indemnify, defend and hold harmless the Company, each of its directors Purchaser (and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder or such underwriter within the meaning any affiliated party thereof) at any time after consummation of the Securities ActClosing, from and against any lossesall demands, claims, judgmentsactions, damages or causes of action, assessments, losses, damages, liabilities, whether joint awards, suits, forfeitures, costs and expenses including, subject to Section 5.3 below, interest, penalties, court costs, and reasonable attorneys', consultants' and other professional fees and expenses and disbursements of every kind and nature asserted against, resulting to, imposed upon or severalincurred by Purchaser directly or indirectly, insofar as such losses, claims, judgments, damages caused by reason of or liabilities (resulting from or actions in respect thereof) arise arising out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained misrepresentation in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities ActMaterial Agreement, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein in any Material Agreement or necessary to make the statement therein statements contained in such Material Agreement not misleading, if or any breach or nonfulfillment of any representation, covenant, warranty or agreement of Tickets and/or the Stockholder contained in any Material Agreement. As used in this subparagraph, "Material Agreement" shall mean this Agreement, any exhibit, schedule, certificate or financial statement delivered under this Agreement, or omission was any agreement made or executed in reliance upon and connection with the transactions contemplated by this Agreement, or under the Exchange Act or any state or federal law, statutory or common law, or otherwise. The Stockholder will in conformity with information furnished in writing to the Company by such Stockholder expressly for use therein, and shall addition reimburse the Company, its directors and officers, and each such controlling person Purchaser for any legal or any other expenses reasonably incurred by any of them Purchaser in connection with investigation investigating or defending any such loss, claim, damageliability, liability action or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholderproceeding.

Indemnification by the Stockholder. Each The Stockholder will, in the event that any registration is being effected under the Securities Act pursuant hereby agrees to this Agreement of any Registrable Securities held by such Stockholder, indemnify and hold harmless the CompanySmarTalk and its directors, each of its directors officers, agents and officers employees (each, a "SmarTalk Indemnified Person") from and each underwriter (if any), against and each other person, if any, who controls such Stockholder or such underwriter within the meaning of the Securities Act, against to pay any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions or proceedings in respect thereof) ("Damages") to which such SmarTalk Indemnified Person may become subject which relate to, result from or arise out from (i) without duplication for the matters subject to Section 9.4 hereof, any misrepresentation, or breach of warranty or are based upon any untrue statement covenant made or allegedly untrue statement of a material fact contained in any Registration Statement under which to be performed on the sale part of such Registrable Securities was registered Stockholder or the Company under the Securities Actthis Agreement, and (ii) any preliminary prospectusarrangement between Stockholder or any of its Affiliates and Global One Communications, final prospectus LLC or summary prospectus contained any of its Affiliates, and, in the Registration Statementcase of each of clauses (i) and (ii), or will reimburse any amendment or supplement to the Registration Statement, or arise out of or SmarTalk Indemnified Person for all expenses (including reasonable counsel and expert fees) as they are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Stockholder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them such SmarTalk Indemnified Person in connection with investigation any such misrepresentation or breach of warranty or covenant or investigating, preparing or defending any such lossaction or proceeding, claimwhether pending or threatened, damageand whether or not such SmarTalk Indemnified Person is a party hereto; provided, liability however, that the Stockholder shall not be required to indemnify or action. Each Stockholder’s indemnification obligations hereunder shall be limited to reimburse SmarTalk Indemnified Persons for amounts exceeding the amount of any net proceeds actually received by such StockholderPurchase Price.

Indemnification by the Stockholder. Each Stockholder willThe STOCKHOLDER covenants and agrees that she will indemnify, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholderdefend, indemnify protect and hold harmless PARENT, ACQUISITION CORPS., the CompanyCOMPANIES and the Surviving Corporations at all times, each from and after the date of its directors this Agreement until the applicable Expiration Date, from and officers against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and each underwriter expenses (if any)including specifically, but without limitation, reasonable attorneys' fees and each other personexpenses of investigation) incurred by PARENT, if anyACQUISITION CORPS., who controls such Stockholder the COMPANIES or such underwriter within the meaning Surviving Corporations as a result of or arising from (i) any breach of the Securities representations and warranties of the STOCKHOLDER or the COMPANIES set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDER or the COMPANIES under this Agreement, or (iii) any liability under the 1933 Act, against any lossesthe 1934 Act or other federal or state law or regulation, claimsat common law or otherwise, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained relating to the COMPANIES or the STOCKHOLDER, and provided to PARENT or its counsel by the COMPANIES or the STOCKHOLDER (but in any Registration Statement under which the sale case of the STOCKHOLDER, only if such Registrable Securities statement was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus provided in writing) contained in the Registration StatementStatement or any prospectus forming a part thereof, or any amendment thereof or supplement to the Registration Statementthereto, or arise arising out of or are based upon any omission or the alleged omission to state therein a material fact relating to the COMPANIES or the STOCKHOLDER required to be stated therein or necessary to make the statement statements therein not misleading; provided, if however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPS., the COMPANIES or the Surviving Corporations to the extent that such untrue statement (or alleged untrue statement) was made in, or omission was made (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDER provided, in reliance upon writing, corrected information to PARENT's counsel and to PARENT for inclusion in conformity with information furnished in writing to the Company by such Stockholder expressly for use thereinfinal prospectus, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal information was not so included or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholderproperly delivered.

Indemnification by the Stockholder. Each The Stockholder will, in the event that any registration is being effected under the Securities Act pursuant agrees to this Agreement of any Registrable Securities held by such Stockholder, indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, each of the Corporation, its directors directors, officers, partners, members, managers, stockholders and officers employees and each underwriter (if any), and each other person, if any, Person who controls such Stockholder or such underwriter the Corporation (within the meaning of the Securities Act or the Exchange Act, ) from and against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities Losses resulting from (or actions in respect thereofi) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was were registered or sold under the Securities ActAct (including any final, any preliminary prospectus, final prospectus or summary prospectus Prospectus contained in the Registration Statement, therein or any amendment thereof or supplement to the Registration Statement, thereto or arise out of any documents incorporated by reference therein) or are based upon (ii) any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, if in each case to the extent, but only to the extent, that such untrue statement or omission was made is contained in reliance upon any information about the Stockholder furnished in writing by the Stockholder to the Corporation specifically for inclusion in such Registration Statement and has not been corrected in conformity a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of the Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by the Stockholder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 9(d) and any amounts paid by the Stockholder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. The Corporation shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing to the Company by such Stockholder expressly Persons specifically for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for inclusion in any legal Prospectus or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such StockholderRegistration Statement.

Indemnification by the Stockholder. Each Subject to the terms and conditions of this Agreement, the Stockholder willagrees to indemnify, defend and hold Purchaser and its directors, officers, members, managers, employees, agents, attorneys and affiliates harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses (collectively, "Damages") asserted against or incurred by Purchaser or any of such individuals (including, but not limited to, any reduction in payments to or revenues of the event that Acquired Companies), arising out of or resulting from: A. a breach of any registration is being effected under representation, warranty or covenant of the Securities Act pursuant Acquired Companies or the Stockholder contained herein or in any schedule or certificate delivered hereunder, disregarding for purposes hereof any materiality qualifications contained therein to the extent such materiality qualifications, when taken as a whole, represent a material breach of this Agreement of by the Acquired Companise or the Stockholder; B. any Registrable Securities held by such Stockholder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder or such underwriter within the meaning of liability under the Securities Act, against the Exchange Act or any lossesother federal or state "Blue Sky" or securities law or regulation, claimsat common law or otherwise, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereofi) arise arising out of or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained relating to the Stockholder, the Acquired Companies or the Subsidiaries and provided to Purchaser or its counsel by them specifically for inclusion in a registration statement or any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statementforming a part thereof, or any amendment thereof or supplement thereto, or any other filing made pursuant to the Registration StatementExchange Act, or arise (ii) arising out of or are based upon any omission or the alleged omission to state therein a material fact relating to the Stockholder, the Acquired Companies or the Subsidiaries required to be stated therein or necessary to make the statement statements therein not misleading, if and not provided to Purchaser or its counsel by the statement Acquired Companies or omission was made in reliance upon and in conformity with information furnished in writing the Stockholder; C. any liability arising from any alleged unlawful sale or offer to sell or transfer any of the Common Stock by the Stockholder; or D. notwithstanding anyting herein to the Company contrary, any liability arising from any claim by Northern New Jersey Eye Institute, P.A. or any stockholder of or physician employed by Northern New Jersey Eye Institute, P.A. that such Stockholder expressly for use thereinentity, stockholder or physician was fraudulently induced into entering into the Services Agreement, and shall reimburse any liability incurred or arising from any breach by the Company, its directors Acquired Companies of the Services Agreement and officerswhich breach arose on or before the Closing Date, and each such controlling person for any legal liability incurred or other expenses reasonably incurred arising from the unenforceability of the Services Agreement due to actions or inactions by any of them in connection with investigation the Stockholder or defending any such loss, claim, damage, liability the Acquired Companies which occurred on or action. Each Stockholder’s indemnification obligations hereunder shall be limited to before the amount of any net proceeds actually received by such StockholderClosing Date.