Common use of Indemnification Survival Clause in Contracts

Indemnification Survival. (a) From and after the date hereof, Warrantholder will indemnify and hold harmless CSC and CSC’s officers, directors, employees and agents against any and all liability, damage, deficiency, loss, cost or expense (including reasonable attorneys’ fees and expenses) that are based upon or that arise out of any misrepresentation or breach of any warranty or agreement made by Warrantholder in this Agreement. (b) From and after the date hereof, CSC will indemnify and hold harmless Warrantholder and Warrantholder’s employees and agents against any and all liability, damage, deficiency, loss, cost r expense (including reasonable attorneys’ fees and expenses) that are based upon or that arise out of any misrepresentation or breach of any warranty or agreement made by CSC in this Agreement. (c) Each party (the “Indemnified Party”) entitled to indemnification under this Agreement shall give prompt notice to the party (the “Indemnifying Party”) required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party’s expense) to assume the defense of any claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; and provided, further, that the omission by any Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that the omission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand in the Indemnified Party’s sole and reasonable discretion, all at the Indemnifying Party’s expense. In any event, Warrantholder and CSC shall cooperate in the defense of any such action and the records of each shall be available to the other with respect to such defense. (d) Any notice of a claim by reason of any of the representations, warranties and agreements contained in this Agreement, shall state specifically the representation, warranty, covenant or agreement with respect to which the claim is made and the amount of liability asserted against the other party by reason of the claim. The representations, warranties, covenants, agreements and indemnities contained in this Agreement shall survive the execution and delivery of this Agreement, any examination on behalf of such parties, the Closing and the completion of the transactions contemplated herein.

Indemnification Survival. 7.1 Indemnification by AKID and the AKID Stockholder. AKID and the AKID Stockholder, jointly and severally, shall indemnify and hold harmless ADVANCED PLANT and its Affiliates, officers, directors, stockholders, employees and agents and the successors and assigns of all of them (the "ADVANCED PLANT Indemnified Parties"), and shall reimburse the ADVANCED PLANT Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and attorneys' fees) (collectively, "Damages"), arising from or in connection with (a) From any inaccuracy or breach of any of the representations and after warranties of AKID or the AKID Stockholder in this Agreement or in any certificate or document delivered by AKID or the AKID Stockholder pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with in any respect any such representation or warranty, (b) any failure by AKID or the AKID Stockholder to perform or comply with any agreement, covenant or obligation in this Agreement or in any certificate or document delivered by AKID or the AKID Stockholder pursuant to this Agreement to be performed by or complied with by AKID or the AKID Stockholder, (c) any claims made by a third Person against an ADVANCED PLANT Indemnified Party based upon a contractual obligation of AKID or the AKID Stockholder for services performed prior to the date hereof, Warrantholder will (d) Taxes attributable to the ownership of AKID prior to the Closing, (e) Taxes attributable to the conduct by AKID of the business of AKID or the AKID Stockholder' operation or ownership of its assets, (f) any claims for severance or any other compensation made by an Employees or Former Employee, (g) any claim made at any time by any Governmental Authority in respect of the business of AKID for all periods prior to the Closing, (h) any Liability or obligation of AKID arising or relating to the periods prior to the Closing or (i) any Action or investigation by any Person relating to or arising out of the business or operations of AKID prior to the Closing. 7.2 Indemnification by ADVANCED PLANT. ADVANCED PLANT shall indemnify and hold harmless CSC AKID, the AKID Stockholder, and CSC’s their Affiliates, officers, directors, stockholders, employees and agents against and the successors and assigns of all of them (the "AKID Indemnified Parties"), and shall reimburse the AKID Indemnified Parties for, any and all loss, liability, claim, damage, deficiency, loss, cost or expense (including reasonable including, but not limited to, costs of investigation and defense and attorneys’ fees and expenses' fees) that are based upon (collectively, "Damages"), arising from or that arise out of in connection with (a) any misrepresentation inaccuracy or breach of any warranty or agreement made by Warrantholder of the representations and warranties of ADVANCED PLANT in this Agreement or in any certificate or document delivered by ADVANCED PLANT pursuant to this Agreement. , or any actions, omissions or statements of fact inconsistent with in any respect any such representation or warranty, or (b) From and after the date hereof, CSC will indemnify and hold harmless Warrantholder and Warrantholder’s employees and agents against any and all liability, damage, deficiency, loss, cost r expense (including reasonable attorneys’ fees and expenses) that are based upon failure by ADVANCED PLANT to perform or that arise out of comply with any misrepresentation or breach of any warranty or agreement made by CSC in this Agreement. (c) Each party (the “Indemnified Party”) entitled to indemnification under this Agreement shall give prompt notice to the party (the “Indemnifying Party”) required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party’s expense) to assume the defense of any claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; and provided, further, that the omission by any Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that the omission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand in the Indemnified Party’s sole and reasonable discretion, all at the Indemnifying Party’s expense. In any event, Warrantholder and CSC shall cooperate in the defense of any such action and the records of each shall be available to the other with respect to such defense. (d) Any notice of a claim by reason of any of the representations, warranties and agreements contained in this Agreement, shall state specifically the representation, warrantyagreement, covenant or agreement with respect to which the claim is made and the amount of liability asserted against the other party by reason of the claim. The representations, warranties, covenants, agreements and indemnities contained obligation in this Agreement shall survive the execution and delivery of or in any certificate or document delivered by ADVANCED PLANT pursuant to this Agreement, any examination on behalf of such parties, the Closing and the completion of the transactions contemplated hereinAgreement to be performed by or complied with by ADVANCED PLANT.

Indemnification Survival. (a) From and after the date hereof, Warrantholder Noteholder will indemnify and hold harmless CSC and CSC’s officers, directors, employees and agents against any and all liability, damage, deficiency, loss, cost or expense (including reasonable attorneys’ fees and expenses) that are based upon or that arise out of any misrepresentation or breach of any warranty or agreement made by Warrantholder Noteholder in this Agreement. (b) From and after the date hereof, CSC will indemnify and hold harmless Warrantholder Noteholder and WarrantholderNoteholder’s employees and agents against any and all liability, damage, deficiency, loss, cost r expense (including reasonable attorneys’ fees and expenses) that are based upon or that arise out of any misrepresentation or breach of any warranty or agreement made by CSC in this Agreement. (c) Each party (the “Indemnified Party”) entitled to indemnification under this Agreement shall give prompt notice to the party (the “Indemnifying Party”) required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party’s expense) to assume the defense of any claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; and provided, further, that the omission by any Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that the omission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand in the Indemnified Party’s sole and reasonable discretion, all at the Indemnifying Party’s expense. In any event, Warrantholder Noteholder and CSC shall cooperate in the defense of any such action and the records of each shall be available to the other with respect to such defense. (d) Any notice of a claim by reason of any of the representations, warranties and agreements contained in this Agreement, shall state specifically the representation, warranty, covenant or agreement with respect to which the claim is made and the amount of liability asserted against the other party by reason of the claim. The representations, warranties, covenants, agreements and indemnities contained in this Agreement shall survive the execution and delivery of this Agreement, any examination on behalf of such parties, the Closing and the completion of the transactions contemplated herein.

Indemnification Survival. Subscriber and the Company shall indemnify, defend and hold harmless the Nominee and its officers, directors, employees, representatives and agents, from and against and reimburse the Nominee for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (ato person, property, or natural resources), penalties, or taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s fees and expenses) From of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Nominee relating to, or arising from, claims against the Nominee by reason of its serving as nominee for Subscriber in accordance with the terms of this Agreement and after the date hereofInstrument, Warrantholder and as the record holder of the Shares as contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs except to the extent caused by the Nominee’s gross negligence, recklessness, bad faith or willful misconduct. Such indemnification will be borne in proportions by the Company and Subscriber, assessed against the party or parties respectively, causing the acts resulting in the indemnification claim. The Subscriber hereby agrees to indemnify and hold harmless CSC the Company and CSC’s officerseach employee and agent thereof from and against, directorsand reimburse them for, employees and agents against any and all liabilitylosses, damage, deficiency, loss, cost damages or expense liabilities (including reasonable attorneys’ fees and expenseslegal fees) that are based upon due to, or that arise arising out of any misrepresentation or of, a breach of any representation or warranty or agreement made by Warrantholder covenant of the Subscriber contained in this Agreement. (b) From and after . Notwithstanding the date hereofforegoing, CSC will indemnify and hold harmless Warrantholder and Warrantholder’s employees and agents against any and all liability, damage, deficiency, loss, cost r expense (including reasonable attorneys’ fees and expenses) that are based upon or that arise out in no event shall the liability of any misrepresentation or breach of any warranty or agreement made by CSC in this Agreement. (c) Each party (the “Indemnified Party”) entitled to indemnification Subscriber under this Agreement or under any other agreement delivered in connection herewith exceed the purchase price paid by such Subscriber. Such representations and warranties shall survive the Closing. If any of such representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription Agreement, the Subscriber shall give prompt notice of such fact to the party (the “Indemnifying Party”) required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any thirdCompany by facsimile or e-party claim as to mail specifying which indemnity may be sought, representations and shall permit the Indemnifying Party (at Indemnifying Party’s expense) to assume the defense of any claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be reasonably satisfactory to the Indemnified Party, warranties are not true and accurate and the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; and provided, further, that the omission by any Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that the omission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand in the Indemnified Party’s sole and reasonable discretion, all at the Indemnifying Party’s expense. In any event, Warrantholder and CSC shall cooperate in the defense of any such action and the records of each shall be available to the other with respect to such defensereasons therefor. (d) Any notice of a claim by reason of any of the representations, warranties and agreements contained in this Agreement, shall state specifically the representation, warranty, covenant or agreement with respect to which the claim is made and the amount of liability asserted against the other party by reason of the claim. The representations, warranties, covenants, agreements and indemnities contained in this Agreement shall survive the execution and delivery of this Agreement, any examination on behalf of such parties, the Closing and the completion of the transactions contemplated herein.

Indemnification Survival. (a) From and after the date hereofThe Company shall indemnify, Warrantholder will indemnify save and hold harmless CSC and CSC’s each Purchaser, its directors, officers, directorsemployees, employees partners, representatives and agents (each, a “Purchaser Indemnified Party”) from and against (and shall promptly reimburse such indemnified persons for) any and all liability, loss, cost, damage, deficiency, loss, cost or expense (including reasonable attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred (collectively, “Losses”) that are based upon in connection with or that arise arising from claims, actions, suits, proceedings or similar claims by any person or entity (other than such Purchaser) associated, arising out of any misrepresentation or breach of any warranty or agreement made by Warrantholder in this Agreement. relating to (bi) From the execution, delivery and after the date hereof, CSC will indemnify and hold harmless Warrantholder and Warrantholder’s employees and agents against any and all liability, damage, deficiency, loss, cost r expense (including reasonable attorneys’ fees and expenses) that are based upon or that arise out of any misrepresentation or breach of any warranty or agreement made by CSC in this Agreement. (c) Each party (the “Indemnified Party”) entitled to indemnification under this Agreement shall give prompt notice to the party (the “Indemnifying Party”) required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party’s expense) to assume the defense of any claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; and provided, further, that the omission by any Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that the omission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand in the Indemnified Party’s sole and reasonable discretion, all at the Indemnifying Party’s expense. In any event, Warrantholder and CSC shall cooperate in the defense of any such action and the records of each shall be available to the other with respect to such defense. (d) Any notice of a claim by reason of any of the representations, warranties and agreements contained in this Agreement, shall state specifically the representation, warranty, covenant or agreement with respect to which the claim is made and the amount of liability asserted against the other party by reason of the claim. The representations, warranties, covenants, agreements and indemnities contained in this Agreement shall survive the execution and delivery performance of this Agreement, any examination on behalf of such partiesthe other Transaction Documents or the Certificate of Designation, the Closing and the completion of (ii) the transactions contemplated hereinhereby or thereby, (iii) the ownership by such Purchaser of the Securities or (iv) the rights of the Purchasers to elect directors to the Company’s Board. This indemnification provision shall be in addition to the rights of the Purchasers to bring an action against the Company for breach of any term of this Agreement, the other Transaction Documents or the Certificate of Designation. Notwithstanding anything herein to the contrary, (i) the Company shall not be obligated to indemnify any Purchaser Indemnified Party under this Section 13.3 with respect to Losses arising out of, relating to, or resulting from any breach of a representation or warranty contained in this Agreement or the Transaction Documents unless the aggregate of all such Losses for such Purchaser Indemnified Party exceeds $100,000 (the “Basket”), in which case such Purchaser Indemnified Party shall be entitled to recover all Losses in excess of the Basket, and (ii) the aggregate liability of the Company hereunder in respect of Losses arising out of, relating to, or resulting from any breach of a representation or warranty contained in this Agreement or the Transaction Documents for any Purchaser Indemnified Party shall not exceed the total Purchase Price paid by such Purchaser Indemnified Party. For purposes of the foregoing sentence only, the term “Purchase Price” shall mean $1,000 per share in cash (regardless of whether the actual consideration paid by any Purchaser Indemnified Party included cash, securities or any rights). All representations and warranties in this Agreement or the Transaction Documents shall survive the Closing (unless a different period is specifically assigned thereto) except the representations and warranties contained in this Agreement and the Transaction Documents shall survive the Closing only until the date that is eighteen months after the Closing Date.

Indemnification Survival. SECTION 11.1 Indemnification Obligations of the Verizon Parties and the Verizon Lessors. (a) From Without limiting the other obligations of the Verizon Parties under this Agreement and any Collateral Agreement, from and after the date hereofInitial Closing, Warrantholder will Verizon shall defend, indemnify and save and hold harmless CSC each of the Acquiror Indemnified Parties from and CSC’s officersagainst all Claims to the extent resulting from, directorsarising out of or relating to: (i) any breach or inaccuracy of any representation or warranty, employees other than any Non-Surviving Representation and agents against Warranty, made by any Verizon Party or any Sale Site Subsidiary in this Agreement (it being agreed that for purposes of determining the amount of any Claim with respect thereto, any Specified Representations and all liability, damage, deficiency, loss, cost or expense (including reasonable attorneys’ fees and expenses) Warranties that are based upon qualified as to materiality or that arise out by reference to a Material Adverse Effect shall be deemed not to be so qualified); (ii) any breach or nonperformance of any misrepresentation or breach of any warranty covenant or agreement made by Warrantholder any Verizon Party or, prior to the Initial Closing, any Sale Site Subsidiary in this Agreement; (iii) any Pre-Closing Liabilities; or (iv) any Verizon Restructuring Transaction. (b) From Without limiting the other obligations of the Verizon Lessors under this Agreement and any Collateral Agreement, from and after the date hereofInitial Closing, CSC will (x) the Verizon Lessors that are wholly owned Subsidiaries of Verizon shall, jointly and severally, on behalf of themselves and the Verizon Lessors that are less than wholly owned Subsidiaries of Verizon and (y) the Verizon Lessors that are less than wholly owned Subsidiaries of Verizon shall severally and not jointly, defend, indemnify and save and hold harmless Warrantholder each of the Acquiror Indemnified Parties from and Warrantholder’s employees against all Claims to the extent resulting from, arising out of or relating to: (i) any breach or inaccuracy of any representation or warranty made by any Verizon Lessor in this Agreement (it being agreed that for purposes of determining the amount of any Claim with respect thereto, any Specified Representations and agents against any and all liability, damage, deficiency, loss, cost r expense (including reasonable attorneys’ fees and expenses) Warranties that are based upon qualified as to materiality or that arise out by reference to a Material Adverse Effect shall be deemed not to be so qualified); or (ii) any breach or nonperformance of any misrepresentation or breach of any warranty covenant or agreement made by CSC any Verizon Lessor in this Agreement. (c) Each party (the “The rights of Acquiror Indemnified Party”) entitled Parties to indemnification under this Agreement shall give prompt notice to the party (the “Indemnifying Party”) required to provide indemnification under this Agreement after such Indemnified Party has received not be affected by any investigation conducted or actual or constructive knowledge of acquired at any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party’s expense) to assume the defense of any claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be reasonably satisfactory to the time by an Acquiror Indemnified Party, and whether before or after the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; and provided, further, that the omission by any Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party date of its indemnification obligations under this Agreement, except to the extent that the omission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand in the Indemnified Party’s sole and reasonable discretion, all at the Indemnifying Party’s expense. In any event, Warrantholder and CSC shall cooperate in the defense of any such action and the records of each shall be available to the other with respect to such defense. (d) Any notice of a claim by reason of any of the representations, warranties and agreements contained in this Agreement, shall state specifically the representation, warranty, covenant or agreement with respect to which the claim is made and the amount of liability asserted against the other party by reason of the claim. The representations, warranties, covenants, agreements and indemnities contained in this Agreement shall survive the execution and delivery of this Agreement, or any examination on behalf of such parties, the Closing and the completion of the transactions contemplated hereinDate.

Indemnification Survival. (a) From and after the date hereof, Warrantholder will MOXY agrees to indemnify and hold harmless CSC and CSC’s FRP, its officers, directors, employees agents and agents affiliates and each person, if any, who controls FRP within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all liabilitylosses, damageclaims, deficiencydamages, lossliabilities and judgments (collectively, cost or expense "LOSSES") (including reasonable attorneys’ fees and expensesi) that are based upon or that arise arising out of any misrepresentation or breach of any warranty warranty, covenant or agreement made or to be performed by Warrantholder MOXY pursuant to this letter agreement or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in this Agreementthe Registration Statement, any preliminary prospectus or any other document, including but not limited to the proxy statement, filed by MOXY with the McMoRan Oil & Gas Co. 6 July 14, 1997 Commission in connection with the transactions contemplated hereby and by the Registration Statement (collectively, the "SEC DOCUMENTS"), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Losses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to FRP furnished in writing to MOXY by or on behalf of FRP expressly for use therein. (b) From and after the date hereof, CSC will FRP agrees to indemnify and hold harmless Warrantholder MOXY, its officers, directors, agents and Warrantholder’s employees affiliates and agents against any and all liabilityeach person controlling MOXY within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from MOXY to FRP, damage, deficiency, loss, cost r expense but only with respect to (including reasonable attorneys’ fees and expensesi) that are based upon or that arise out of any misrepresentation or breach of any warranty warranty, covenant or agreement made or to be performed by CSC FRP pursuant to this letter agreement or (ii) information relating to FRP furnished in this Agreementwriting to MOXY by or on behalf of FRP expressly for use in the SEC Documents. (c) Each If the foregoing indemnification is unavailable to an indemnified party (the “Indemnified Party”) entitled to indemnification under this Agreement in respect of any Losses, then each indemnifying party, in lieu of indemnifying such indemnified party, shall give prompt notice contribute to the amount paid or payable by such indemnified party (the “Indemnifying Party”) required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party’s expense) to assume the defense of any claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; and provided, further, that the omission by any Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that the omission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result of such Losses (i) in such proportion as is appropriate to reflect the failure to give prompt notice. No Indemnifying Partyrelative benefits received by MOXY on the one hand and FRP on the other hand from the Rights Offering or (ii) if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only such relative benefits but also the defense relative fault of the such claim or litigation, shall, except MOXY and FRP in connection with the consent statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. The relative benefits received by MOXY and FRP shall be deemed to be in the same proportion as the total net proceeds from the Rights Offering (before deducting expenses) received by MOXY shall bear to the Standby Commitment Fee received by FRP hereunder. The relative fault of each Indemnified PartyXXXX and FRP shall be determined by reference to, consent among other things, whether the untrue or alleged untrue statement of a material fact or the omission to entry state a material fact relates to information supplied by MOXY or FRP and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. MOXY and FRP agree that it would not be just and equitable if contribution pursuant to this subsection were determined by pro rata allocation or by any other method of any judgment or enter into any settlement allocation which does not include as take into account the equitable considerations referred to herein. Notwithstanding the foregoing, FRP shall not be required to contribute any amount in excess of an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand in the Indemnified Party’s sole and reasonable discretion, all at the Indemnifying Party’s expense. In any event, Warrantholder and CSC shall cooperate in the defense of any such action and the records of each shall be available amount equal to the other with respect to such defense.Standby Commitment Fee. McMoRan Oil & Gas Co. 7 July 14, 1997 (d) Any notice of a claim by reason of any of the representations, warranties and agreements contained in this Agreement, shall state specifically the representation, warranty, covenant or agreement with respect to which the claim is made and the amount of liability asserted against the other party by reason of the claim. The respective representations, warranties, covenantsindemnities, contribution agreements and indemnities contained other statements of each of the parties hereto shall remain operative and in this Agreement shall full force and effect, and will survive the execution and delivery of this Agreementand payment for the Excess Shares and the Additional Shares, if any, regardless of (i) any examination investigation, or statement as to the results thereof, made by or on behalf of such partiesMOXY or FRP, (ii) the Closing delivery of and payment for the Excess Shares and the completion Additional Shares, if any, hereunder and (iii) the termination of the transactions contemplated hereinthis letter agreement.

Indemnification Survival. (a) From and after the date hereofThe Company shall indemnify, Warrantholder will indemnify save and hold harmless CSC and CSC’s each Purchaser, its directors, officers, directorsemployees, employees partners, representatives and agents (each, a “Purchaser Indemnified Party”) from and against (and shall promptly reimburse such indemnified persons for) any and all liability, loss, cost, damage, deficiency, loss, cost or expense (including reasonable attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred (collectively, “Losses”) that are based upon in connection with or that arise arising from claims, actions, suits, proceedings or similar claims by any person or entity (other than such Purchaser) associated, arising out of or relating to (i) the execution, delivery and performance of this Agreement, any misrepresentation of the other Transaction Documents or any of the Certificates of Designation, (ii) the transactions contemplated hereby or thereby, (iii) the ownership by such Purchaser of the Securities or (iv) the rights of the Purchasers to elect directors to the Board. This indemnification provision shall be in addition to the rights of the Purchasers to bring an action against the Company for breach of any term of this Agreement, the other Transaction Documents or any of the Certificates of Designation. Notwithstanding anything herein to the contrary, (i) the Company shall not be obligated to indemnify any Purchaser Indemnified Party under this Section 13.3 with respect to Losses arising out of, relating to, or resulting from any breach of a representation or warranty or agreement made by Warrantholder contained in this Agreement. (b) From and after Agreement or the date hereof, CSC will indemnify and hold harmless Warrantholder and Warrantholder’s employees and agents against any and Transaction Documents unless the aggregate of all liability, damage, deficiency, loss, cost r expense (including reasonable attorneys’ fees and expenses) that are based upon or that arise out of any misrepresentation or breach of any warranty or agreement made by CSC in this Agreement. (c) Each party such Losses for such Purchaser Indemnified Party exceeds $100,000 (the “Indemnified PartyBasket”) entitled to indemnification under this Agreement shall give prompt notice to the party (the “Indemnifying Party”) required to provide indemnification under this Agreement after ), in which case such Purchaser Indemnified Party has received actual knowledge of any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party’s expense) to assume the defense of any claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; and provided, further, that the omission by any Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that the omission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle recover all Losses in excess of the Basket, and (ii) the aggregate liability of the Company hereunder in respect of Losses arising out of, relating to, or agree to pay resulting from any breach of a representation or warranty contained in full this Agreement or the Transaction Documents for any Purchaser Indemnified Party shall not exceed the total Purchase Price paid by such claim or demand in the Purchaser Indemnified Party’s sole . For purposes of the foregoing sentence only, the term “Purchase Price” shall mean $1,000 per share of Series E Preferred Stock in cash (regardless of whether the actual consideration paid by any Purchaser Indemnified Party included cash or securities). All representations and reasonable discretion, all at warranties in this Agreement or the Indemnifying Party’s expense. In any event, Warrantholder Transaction Documents shall survive the Closing (unless a different period is specifically assigned thereto) except (i) the representations and CSC shall cooperate warranties contained in the defense of any such action this Agreement and the records of each shall be available to Transaction Documents, other than the other with respect to such defense. (d) Any notice of a claim by reason of any of the representations, representations and warranties and agreements contained in Section 5.38 of this Agreement, shall state specifically survive the representationClosing only until the date that is eighteen months after the Closing Date, warranty, covenant or agreement with respect to which and (ii) the claim is made representations and the amount of liability asserted against the other party by reason of the claim. The representations, warranties, covenants, agreements and indemnities warranties contained in Section 5.38 of this Agreement shall survive the execution and delivery of this Agreement, any examination on behalf Closing only until the date that is (x) eighteen months after the Acquisition closing date if the breach of such partiesrepresentations and warranties arise out of or relate to the representations and warranties of Target and Seller in Sections 7.1, 7.2, 8.1(a), 8.2, 8.3, 8.13, 8.21 and 8.23 of the Closing Stock Purchase Agreement and (y) twelve months after the Acquisition closing date if the breach of such representations and warranties arise out of or relate to any of the other representations and warranties of Target and Seller in the Stock Purchase Agreement and the completion of the transactions contemplated hereinAcquisition Documents.

Indemnification Survival. (a) From and after 8.1 Indemnification by the date hereof, Warrantholder will Corporation ---------------------------------- The Corporation hereby agrees to indemnify and hold harmless CSC the Purchaser and CSC’s officersits respective affiliates, directors, officers and employees (collectively, the "Purchaser Indemnified Parties") from and agents against any and all liabilityliabilities, damagejudgments, deficiencyclaims, losssettlements, cost or expense losses, damages (including any diminution in value of its investment in the Corporation), reasonable fees (including attorneys’ ' and other experts' fees and expensesdisbursements), Liens, Taxes, penalties, obligations and expenses (collectively, "Losses") that are based upon incurred or that arise out suffered by any such Person arising from, by reason of or in connection with any misrepresentation or breach of any representation, warranty or agreement made covenant of the Corporation pursuant to this Agreement (for the period such representation, warranty or covenant survives) or any certificate or other document delivered by Warrantholder in the Corporation under this Agreement. This indemnification provision shall be in addition to the rights of the Purchaser to bring an action against the Corporation for breach of any term of the Transaction Agreements. (b) From and after 8.2 Indemnification by the date hereof, CSC will Purchaser -------------------------------- The Purchaser hereby agrees to indemnify and hold harmless Warrantholder the Corporation and Warrantholder’s its affiliates, directors, officers and employees (the "Corporation Indemnified Parties"), from and agents against any and all liabilityLosses incurred or suffered by any such Person arising from, damage, deficiency, loss, cost r expense (including reasonable attorneys’ fees and expenses) that are based upon by reason of or that arise out of in connection with any misrepresentation or breach of any representation, warranty or agreement made by CSC in this Agreement. (c) Each party (the “Indemnified Party”) entitled to indemnification under this Agreement shall give prompt notice to the party (the “Indemnifying Party”) required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party’s expense) to assume the defense of any claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; and provided, further, that the omission by any Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that the omission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result covenant of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand in the Indemnified Party’s sole and reasonable discretion, all at the Indemnifying Party’s expense. In any event, Warrantholder and CSC shall cooperate in the defense of any such action and the records of each shall be available to the other with respect to such defense. (d) Any notice of a claim by reason of any of the representations, warranties and agreements contained in this Agreement, shall state specifically the representation, warranty, covenant or agreement with respect to which the claim is made and the amount of liability asserted against the other party by reason of the claim. The representations, warranties, covenants, agreements and indemnities Purchaser contained in this Agreement (for the period such representation, warranty or covenant survives) or any certificate or other document delivered by the Purchaser under this Agreement. Notwithstanding anything else to the contrary, the Purchaser's maximum liability in the Agreement under this Section 8.2 shall survive not exceed the execution and delivery amount of the purchase price paid by the Purchaser hereunder. This indemnification provision shall be in addition to the rights of the Corporation to bring an action against the Purchaser for breach of any term of this Agreement, any examination on behalf of such parties, the Closing Agreement and the completion of the transactions contemplated hereinRegistration Rights Agreement.