Common use of Indemnification of the Purchasers Clause in Contracts

Indemnification of the Purchasers. The Company and the Guarantors will jointly and severally indemnify and hold harmless each Purchaser, its officers, employees, agents, partners, members, directors and its affiliates and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum or the Final Offering Memorandum, in each case as amended or supplemented or any Issuer Free Writing Communication (including, without limitation, any Supplemental Marketing Material), any Exchange Act report, or arise out of or are based upon the omission or alleged omission of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Purchasers. The Company and Each of the Guarantors will Co-Borrowers shall jointly and severally indemnify and hold harmless each Purchaserthe Purchasers, its the Collateral Agent and their respective officers, directors, stockholders, partners, employees, agents, partnersrepresentatives and affiliates (collectively, members, directors and its affiliates and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified PartyIndemnitees”), ) against any and all out-of-pocket losses, claimsdamages, damages liabilities and expenses incurred in connection with any and all breaches (except for gross negligence or liabilities, joint willful of the Purchaser or several, to which such Indemnified Party may become subject, under the Securities ActCollateral Agent; for the avoidance of doubt, the Exchange Actindemnification obligations of the Co-Borrowers contained in this Section 9.1 shall not limit the Co-Borrowers right to pursue a cause of action against the Purchasers for any breaches of the Purchasers’ representations, other Federal warranties or state statutory law or regulation or otherwisecovenants contained in the Transaction Documents), insofar as such lossesactions, claimssuits, damages or liabilities (or actions in respect thereof) arise proceedings including investigations and claims of any kind arising out of or are based upon in connection with the execution or delivery of, any untrue statement or alleged untrue statement of any material fact contained in advance made under, the Preliminary Offering Memorandum or the Final Offering Memorandumindebtedness evidenced by, in each case as amended or supplemented or any Issuer Free Writing Communication amendment, waiver or consent (whether or not such amendment, waiver or consent becomes effective) relating to all or any of the Transaction Documents, including (without limitation) all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) (the “Indemnified Liabilities”) in connection with: (i) any Supplemental Marketing Material)breach or Event of Default under or with respect to any Transaction Document, (ii) enforcing, defending or declaring any Exchange Act report, rights or arise out of remedies under the Transaction Documents; and (iii) responding to any subpoena or are based upon the omission other legal process or alleged omission of a material fact necessary participating (whether voluntarily or involuntarily) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, preparing proceeding or defending against investigation of any such loss, claim, damage, liability, action, litigation, investigation nature relating to the Transaction Documents; and any insolvency or proceeding whatsoever (whether bankruptcy of Genaissance or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with any Subsidiary. Without limiting the enforcement of this provision with respect to any generality of the above as such foregoing, Genaissance shall, upon demand, pay or reimburse each indemnitee for all indemnified costs and expenses are incurred; provided(including reasonable attorneys’ fees and expenses) incurred thereby. Genaissance’s obligations under this Section 9.1 shall survive the payment, howevertransfer, that the Company and the Guarantors will not be liable in any such case to the extent that any such lossconversion, claimcancellation, damage enforcement, amendment, waiver or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Purchaser consists release of the information described as such in subsection (b) belowTransaction Documents.

Indemnification of the Purchasers. The Company and Each of the Guarantors will Co-Issuers, jointly and severally severally, agrees to indemnify and hold harmless each Purchaser, its officersaffiliates, directors, employees, agents, partners, members, directors agents and its affiliates officers and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified PartyPerson”), from and against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum or the Final Offering Memorandum, in each case as amended or supplemented or any Issuer Free Writing Communication (including, without limitation, legal fees and other expenses incurred in connection with any Supplemental Marketing Material)suit, action or proceeding or any Exchange Act reportclaim asserted, or arise out of or as such fees and expenses are based upon the omission or alleged omission of a material fact necessary in order to make the statements thereinincurred, but limited, in the light case of legal fees and expenses, to the reasonable and documented fees, expenses and disbursements of one counsel to all Indemnified Persons taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Persons taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnified Persons (which may be a single local counsel acting in multiple material jurisdictions), and solely in the case of a conflict of interest between Indemnified Persons (where the Indemnified Person affected by such conflict of interest informs the Co-Issuers in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole), joint or several, that arise out of, or are based: (i) in whole or in part upon any inaccuracy in the representations and warranties of the circumstances Co-Issuers contained herein, (ii) in whole or in part upon any failure of the Co-Issuers to perform their obligations hereunder, or (iii) upon any act or failure to act or any alleged act or failure to act by any Purchaser in connection with, or relating in any manner to, the private placement of the Notes contemplated hereby; provided that the Co-Issuers shall not be liable under which they were madethis clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, not misleading claim, damage, liability or action resulted from (A) any acts or failures to act undertaken or omitted to be taken by such Purchaser through its gross negligence, bad faith or willful misconduct, (B) a material breach of any obligations of such Purchaser under this Agreement or any other Operative Document or (C) any dispute solely among Indemnified Persons; and will to reimburse each Indemnified Party Purchaser, its affiliates, directors, employees, agents and officers, and each such controlling person for any legal or other and all expenses as such expenses are reasonably incurred by such Indemnified Party Purchaser or its affiliates, directors, employees, agents and officers or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based based, in whole or in part, upon an untrue statement or alleged untrue statement any inaccuracy in or omission or alleged omission from any of such documents in reliance upon the representations and in conformity with written information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Purchaser consists warranties of the information described as such in subsection (b) belowPurchasers contained herein.

Indemnification of the Purchasers. The Company and the Guarantors will Co-Borrowers jointly and severally shall indemnify and hold harmless each Purchaser, Purchaser and its officers, directors, stockholders, partners, members and trustees, employees, agents, partners, members, directors representatives and its affiliates and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all out-of-pocket losses, claimsdamages, damages liabilities and expenses incurred in connection with any and all breaches (except for gross negligence or liabilitieswillful misconduct committed by any Purchaser or any of its representatives), joint or severalactions, to which such Indemnified Party may become subjectsuits, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise proceedings including investigations and claims of any kind arising out of or are based upon in connection with the execution or delivery of, any untrue statement advance made under, the indebtedness evidenced by, or alleged untrue statement any amendment, waiver or consent (whether or not such amendment, waiver or consent becomes effective) relating to all or any of any material fact contained in the Preliminary Offering Memorandum Transaction Documents or the Final Offering MemorandumGuaranty Agreement, in each case as amended or supplemented or any Issuer Free Writing Communication including (without limitation) all out-of-pocket costs and expenses (including, without limitation, attorneys' fees) in connection with: (i) any Supplemental Marketing Material)breach or Event of Default under or with respect to any Transaction Document, (ii) enforcing, defending or declaring any Exchange Act report, rights or arise out of remedies under the Transaction Documents; and (iii) responding to any subpoena or are based upon the omission other legal process or alleged omission of a material fact necessary participating (whether voluntarily or involuntarily) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, preparing proceeding or defending against investigation of any such loss, claim, damage, liability, action, litigation, investigation nature; and any insolvency or proceeding whatsoever (whether bankruptcy of any Obligor or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with any affiliate thereof. Without limiting the enforcement of this provision with respect to any generality of the above as such foregoing, the Co-Borrowers jointly and severally shall, upon demand, pay or reimburse each indemnitee for all indemnified costs and expenses are incurred; provided(including attorneys' fees and expenses) incurred thereby. The Co-Borrowers' obligations under this Section 10.1 shall survive the payment, howevertransfer, that the Company and the Guarantors will not be liable in any such case to the extent that any such lossconversion, claimcancellation, damage enforcement, amendment, waiver or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Purchaser consists release of the information described as such in subsection (b) belowTransaction Documents.

Indemnification of the Purchasers. The Company and Each of the Guarantors will Offerors agree, jointly and severally severally, to indemnify and hold harmless harmless: (x) each Purchaser, its officers, employees, agents, partners, members, directors and its affiliates and (y) each person, if any, who controls such Purchaser (within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 0000 Xxx) a Purchaser (eacheach such person, an “Indemnified Party”)a "controlling person") and (z) the respective partners, directors, officers, employees and agents of each Purchaser or any such controlling person, as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and expense whatsoever, as incurred, relating to or liabilitiesarising out of, joint or severalbased upon, to which such Indemnified Party may become subjectin whole or in part, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofA) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained included in the Preliminary Offering Memorandum or the Final Offering Memorandum, in each case as amended or supplemented or any Issuer Free Writing Communication (including, without limitation, any Supplemental Marketing Material), any Exchange 1934 Act reportReports, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (B) any untrue statement or alleged untrue statement of material fact contained in any information (whether written or oral) or documents executed in favor of or furnished or made available to the Purchasers by the Offerors; (C) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of or furnished or made available to the Purchasers by the Offerors a material fact necessary to make the statements therein not misleading; or (D) the breach or alleged breach of any representation, warranty and will reimburse each Indemnified Party for agreement of any legal Offeror contained herein; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, or breach or alleged breach of any such representation, warranty or agreement; provided, that (subject to Section 7(c) hereof) any such settlement is effected with the written consent of the Offerors; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Purchasers), reasonably incurred by such Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, or breach or alleged breach of any such representation, warranty or agreement, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company agrees to indemnify and hold harmless the Guarantors will not be liable in Trust against any such case to the extent that any such and all loss, liability, claim, damage or liability arises out of or and expense whatsoever, as incurred, which is based upon an untrue statement or alleged untrue statement in or omission or alleged omission due from any of such documents in reliance upon and in conformity with written information furnished the Trust pursuant to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in subsection (b) belowforegoing.

Indemnification of the Purchasers. The Company and the Guarantors will jointly and severally agree to indemnify and hold harmless each Purchaser, its officersdirectors, officers and employees, agents, partners, members, directors and its affiliates and each person, if any, who controls such any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of Alpharma), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based (i) in whole or in part upon any inaccuracy in the representations and warranties of the Company or the Guarantors contained herein; or (ii) in whole or in part upon any failure of the Company or the Guarantors to perform its obligations hereunder or under law; or (iii) any act or failure to act or any alleged act or failure to act by any Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any untrue statement matter covered by clause (i) above; provided that the Company and the Guarantors shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or alleged untrue statement of action resulted directly from any material fact contained in the Preliminary Offering Memorandum such acts or the Final Offering Memorandum, in each case as amended failures to act undertaken or supplemented omitted to be taken by such Purchaser through its gross negligence or any Issuer Free Writing Communication (including, without limitation, any Supplemental Marketing Material), any Exchange Act report, or arise out of or are based upon the omission or alleged omission of a material fact necessary in order willful misconduct; and to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Indemnified Party Purchaser and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Indemnified Party Purchaser or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and . The indemnity agreement set forth in connection with the enforcement of this provision with respect Section 12 shall be in addition to any of the above as such expenses are incurred; provided, however, liabilities that the Company and or the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in subsection (b) belowmay otherwise have. .

Indemnification of the Purchasers. The Company Subject to the limitations set forth in this Agreement, Sellers, jointly and severally, shall indemnify, defend and hold SHLX, its subsidiaries and their respective security holders, directors, officers, and employees, and the Guarantors will jointly and severally indemnify and hold harmless each Purchaser, its officers, employees, agents, partners, members, directors and its affiliates and each person, if any, who controls such Purchaser within the meaning of Section 15 employees of the Securities Act or Section 20 of General Partner, but otherwise excluding SPLC, SOPUS, and their respective Affiliates (the Exchange Act (each, an “SHLX Indemnified PartyParties”), harmless from and against any and all losses, claims, damages Damages suffered or liabilities, joint or several, to which such incurred by any SHLX Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal as a result of or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of (a) any breach or are based upon inaccuracy of a representation or warranty of SPLC or SOPUS in this Agreement and (b) any untrue statement or alleged untrue statement breach of any material fact contained in agreement or covenant on the Preliminary Offering Memorandum part of SPLC or the Final Offering Memorandum, in each case as amended SOPUS made under this Agreement or supplemented or any Issuer Free Writing Communication (including, without limitation, any Supplemental Marketing Material), any Exchange Act report, or arise out of or are based upon the omission or alleged omission of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurredtransactions contemplated hereby or thereby; provided, however, that for purposes of determining the Company amount of any Damages suffered or incurred by the SHLX Indemnified Parties, Operating’s acquisition of only 22.9% of the membership interests in Mars, 10.0% of the ownership interest in Explorer, 41.48% of the membership interests in LOCAP, and 22.0% of the Guarantors will not membership interests of Odyssey shall be liable taken into account, such that the aggregate Damages described in any such case to this Section 8.1 suffered or incurred by the extent that any such lossSHLX Indemnified Parties, claim, damage or liability arises out would equal (where applicable) no more than (a) 22.9% of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any the total of such documents in reliance upon and in conformity with written information furnished to the Company Damages suffered by any Purchaser through the Representatives specifically for use thereinMars, it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in subsection (b) below10.0% of the total of such Damages suffered by Explorer, (c) 41.48% of the total of such Damages suffered by LOCAP, (d) 22.0% of the total of such Damages suffered by Odyssey, as the case may be. Any indemnification provided pursuant to this Agreement shall not be duplicative of any indemnification provided pursuant to the Omnibus Agreement or the Purchase and Sale Agreement, dated as of September 27, 2016, by and among SPLC, SOPUS, SHLX and Operating. Further, if entitled to indemnification under this Section 8.1, the SHLX Indemnified Parties may seek indemnification from either SPLC or SOPUS, as applicable, but may recover an aggregate amount not to exceed the above specified percentage of the Damages and subject to all other limitations set forth in this Agreement, including Article VIII hereof.

Indemnification of the Purchasers. (a) The Company covenants and the Guarantors will jointly and severally agrees to indemnify and hold harmless each Purchaserof the Purchasers, their Affiliates (other than the Company and any of its Subsidiaries), and their respective officers, directors, partners, employees, agents, partnersadvisers and representatives (collectively, membersthe "Purchasers' Indemnitees") from and against, directors and its affiliates and each personpay or reimburse the Purchasers' Indemnitees for, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all claims, demands, liabilities, obligations, losses, costs, expenses, fines or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), damages including interest and penalties with respect thereto and all expenses incurred in the investigation or liabilitiesdefense of any of the same or in asserting, joint preserving or severalenforcing any of their respective rights hereunder (collectively, to which such Indemnified Party may become subject"Losses"), under the Securities Act, the Exchange Act, other Federal resulting from or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities based on (or actions in respect thereofallegedly resulting from or based on) arise out of or are based upon any untrue statement or alleged untrue statement breach by the Company of any material fact contained in the Preliminary Offering Memorandum representation, warranty, covenant or the Final Offering Memorandum, in each case as amended or supplemented or any Issuer Free Writing Communication (including, without limitation, any Supplemental Marketing Material), any Exchange Act report, or arise out of or are based upon the omission or alleged omission of a material fact necessary in order to make the statements therein, in the light obligation of the circumstances under which they were made, not misleading and will Company hereunder. The Losses described in this Section 7.1(a) are herein referred to as "Purchasers' Indemnifiable Losses". The Company shall reimburse each Indemnified Party the Purchasers' Indemnitees for any legal or other expenses reasonably incurred by such Indemnified Party Purchasers' Indemnitees in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above Purchasers' Indemnifiable Losses as such expenses are incurred; provided. (b) In the event of any such claim against any Purchaser Indemnitee, howeverthe Purchasers shall promptly notify the Company in writing of the claim and the Company shall manage and control, that at its sole expense, the defense of the claim and its settlement. The Purchaser Indemnitees shall cooperate with the Company and the Guarantors will may, at their option and expense, be represented in any such action or proceeding. The Company shall not be liable in for any such case to set- tlements, litigation costs or expenses incurred by the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with Purchaser Indemnitees without the Company's written information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in subsection (b) belowauthorization.

Indemnification of the Purchasers. The Company and the Guarantors will jointly and severally agrees to indemnify and hold harmless (and the Guarantor guaranties the Company’s obligations pursuant to such section) each PurchaserPurchaser and each of their respective Affiliates, its partners, stockholders, members, officers, employeesdirectors, agents, partners, members, directors employees and its affiliates and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act controlling persons (each, an “Indemnified PartyIndemnitee”), ) from and against any and all actual losses, claims, damages or damages, liabilities, joint expense or severalaction to any such Indemnitee in connection with or as a result of (i) the execution or delivery of this Agreement, to which such Indemnified Party may become subjectthe Indenture, the Registration Rights Agreement, the Securities and the Guarantee or the performance or non-performance by the Company, the Guarantor and their respective subsidiaries of their respective obligations hereunder and under the Securities Actother aforementioned financing documents, a breach of any representations and warranties made by the Company, any Guarantor or their respective subsidiaries in this Agreement, the Exchange ActIndenture, other Federal the Registration Rights Agreement, the Securities or state statutory any Note Guarantee (as defined in the Indenture), or the consummation of the transactions contemplated hereby or thereby, or (ii) the issuance of the Securities, including the authorized use of the information or material approved in writing by the Company in connection with the purchase and sale of the Securities; provided that the Company and the Guarantor shall not be liable to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability, expense or action (i) resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Indemnitee through its gross negligence or willful misconduct or breaches of law applicable to such Indemnitee due to matters relating to its corporate or regulation regulatory status or otherwise, insofar (ii) are asserted by an Affiliate of such Indemnitee; and to reimburse each Indemnitee for reasonable expenses as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or expenses are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum or the Final Offering Memorandum, in each case as amended or supplemented or any Issuer Free Writing Communication (including, without limitation, any Supplemental Marketing Material), any Exchange Act report, or arise out of or are based upon the omission or alleged omission of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party Indemnitee in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and . The indemnity agreement set forth in connection with the enforcement of this provision with respect Section 8 shall be in addition to any of the above as such expenses are incurred; provided, however, liabilities that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in subsection (b) belowGuarantor may otherwise have.

Indemnification of the Purchasers. The Company Subject to the limitations set forth in this ARTICLE X, from and after the Guarantors will Closing, the Selling Companies shall, jointly and severally severally, indemnify and hold harmless each Purchaserharmless, its officersto the fullest extent permitted by law, the Purchasers and their directors, employees, officers, agents, partnersattorneys, membersAffiliates, directors partners and its affiliates equity holders, and each persontheir respective successors and assigns (collectively, if any, who controls such the “Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified PartyParties”)) from, against and in respect of any and all lossesLosses based upon, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement incurred as a result of any material fact contained in the Preliminary Offering Memorandum or the Final Offering Memorandum, in each case as amended or supplemented or any Issuer Free Writing Communication (including, without limitation, any Supplemental Marketing Material), any Exchange Act report, or arise out of or are based upon the omission or alleged omission of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in following: (a) any such case to the extent that any such loss, claim, damage Excluded Assets or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in subsection Excluded Liabilities; (b) belowany breach or default in performance by any Selling Company of any covenant or agreement of such Selling Company contained in this Agreement or any Related Agreements or in any certificate or document delivered with respect hereto or thereto; (c) any breach of, or any inaccuracy in, any representation or warranty made by the Selling Companies in this Agreement; (d) any failure by the Selling Companies to comply with the provisions of Section 7.6; (e) the conduct of the Business, or other business of the Selling Companies, or the ownership or use of the Transferred Assets, or other assets of the Selling Companies, prior to or on the Closing Date, other than the Assumed Liabilities; (f) any liability under the WARN Act or any similar Legal Requirements that may be caused by any action of any of the Selling Companies prior to the Closing or by Purchasers’ decision not to hire previous employees of any of the Selling Companies; (g) any Employee Benefit Plan established or maintained by any of the Selling Companies; (h) any non-compliance by Ronson Canada with the Bulk Sales Act (Ontario), other than by reason of the Purchaser’s failure to assume and discharge any Assumed Liabilities; and (i) any Taxes due and payable by any of the Selling Companies for any period including both prior or subsequent to the Closing Date.

Indemnification of the Purchasers. (a) The Company covenants and the Guarantors will jointly and severally agrees to indemnify and hold harmless each Purchaserof the Purchasers, their Affiliates (other than the Company and any of its Subsidiaries), and their respective officers, directors, partners, employees, agents, partnersadvisers and representatives (collectively, membersthe "Purchasers' Indemnitees") from and against, directors and its affiliates and each personpay or reimburse the Purchasers' Indemnitees for, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all claims, demands, liabilities, obligations, losses, costs, expenses, fines or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), damages including interest and penalties with respect thereto and all expenses incurred in the investigation or liabilitiesdefense of any of the same or in asserting, joint preserving or severalenforcing any of their respective rights hereunder (collectively, to which such Indemnified Party may become subject"Losses"), under the Securities Act, the Exchange Act, other Federal resulting from or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities based on (or actions in respect thereofallegedly resulting from or based on) arise out of or are based upon any untrue statement or alleged untrue statement breach by the Company of any material fact contained in the Preliminary Offering Memorandum representation, warranty, covenant or the Final Offering Memorandum, in each case as amended or supplemented or any Issuer Free Writing Communication (including, without limitation, any Supplemental Marketing Material), any Exchange Act report, or arise out of or are based upon the omission or alleged omission of a material fact necessary in order to make the statements therein, in the light obligation of the circumstances under which they were made, not misleading and will Company hereunder. The Losses described in this Section 7.1(a) are herein referred to as "Purchasers' Indemnifiable Losses". The Company shall reimburse each Indemnified Party the Purchasers' Indemnitees for any legal or other expenses reasonably incurred by such Indemnified Party Purchasers' Indemnitees in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above Purchasers' Indemnifiable Losses as such expenses are incurred; provided. (b) In the event of any such claim against any Purchaser Indemnitee, howeverthe Purchasers shall promptly notify the Company in writing of the claim and the Company shall manage and control, that at its sole expense, the defense of the claim and its settlement. The Purchaser Indemnitees shall cooperate with the Company and the Guarantors will may, at their option and expense, be represented in any such action or proceeding. The Company shall not be liable in for any such case to settlements, litigation costs or expenses incurred by the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with Purchaser Indemnitees without the Company's written information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in subsection (b) belowauthorization.

Indemnification of the Purchasers. The Company and the Guarantors will Issuers jointly and severally agree to indemnify and hold harmless each Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates officers and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Memorandum Memorandum, any other Time of Sale Information, any Issuer Written Communication or the Final Offering Memorandum, in each case as amended or supplemented Memorandum (or any Issuer Free Writing Communication (including, without limitation, amendment or supplement thereto) or any Supplemental Marketing Material), any Exchange Act report, or arise out of or are based upon the omission or alleged omission of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse each Indemnified Party for in conformity with any legal or other expenses reasonably incurred information relat- ing to any Purchaser furnished to the Issuers in writing by such Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurredPurchaser through X.X. Xxxxxx Securities Inc. expressly for use therein; provided, however, that the Company and foregoing indemnity agreement with respect to the Guarantors will Preliminary Offering Memorandum shall not be liable in inure to the benefit of any Purchaser from whom the person asserting any such case losses, claims, damages or liabilities purchased Notes, or any person controlling such Purchaser where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the extent Time of Sale, the Issuers shall have notified such Purchaser that any the Preliminary Offering Memorandum contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Preliminary Offering Memorandum or, where permitted by law, an Issuer Written Communication and such corrected Preliminary Offering Memorandum or Issuer Written Communication was provided to such Purchaser far enough in advance of the Time of Sale so that such corrected Preliminary Offering Memorandum or Issuer Written Communication could have been provided to such person prior to the Time of Sale, (iii) the Purchaser did not send or give such corrected Preliminary Offering Memorandum or Issuer Written Communication to such person at or prior to the Time of Sale of the Notes to such person, and (iv) such loss, claim, damage or liability arises out of would not have occurred had the Purchaser delivered the corrected Preliminary Offering Memorandum or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of Issuer Written Communication to such documents in reliance upon and in conformity with written information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in subsection (b) belowperson.