Indemnification of the Exchange. (1) The Issuer and each Securityholder jointly and severally:
(a) release, indemnify and save harmless the Exchange from all costs (including legal cost, expenses and disbursements), charges, claims, demands, damages, liabilities, losses and expenses incurred by the Exchange;
(b) agree not to make or bring a claim or demand, or commence any action, against the Exchange; and
(c) agree to indemnify and save harmless the Exchange from all costs (including legal costs) and damages that the Exchange incurs or is required by law to pay as a result of any person's claim, demand or action, arising from any and every act or omission committed or omitted by the Exchange, in connection with this Agreement, even if said act or omission was negligent, or constituted a breach of the terms of this Agreement.
(2) This indemnity survives the release of the escrow securities and the termination of this Agreement.
Indemnification of the Exchange
