Common use of Indemnity by Company Clause in Contracts

Indemnity by Company. Without limitation of any other indemnity provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereof.

Indemnity by Company. Without limitation of any other indemnity provided to SCGan Investor, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its each Investor, the Affiliates, officers, directors and partners of each Investor, each underwriter (as defined in the Securities Act), and each Person, if any, who controls SCG an Investor or underwriter (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "“Violation"”): (i) any untrue statement or alleged untrue statement of a material fact contained in any such registration statement statements (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any other violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG each Investor and its Affiliates, officers, directors or partners, underwriter and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable to any Investor in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG such Investor or any Affiliate, officer, director director, partner or controlling person thereof.

Indemnity by Company. Without limitation of any other indemnity provided to SCGthe Investor, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its the Investor, the Affiliates, officers, directors and partners or members of the Investor, each underwriter (as defined in the Securities Act), and each Person, if any, who controls SCG (within the meaning of the Securities Act Act) the Investor or the Exchange Act)an underwriter, against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "“Violation"”): (i) any untrue statement or alleged untrue statement of a material fact contained in any or incorporated by reference in such registration statement statements (including any preliminary prospectus, summary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any other violation or alleged violation by the Company Company, its officers, employees or agents of this Agreement, the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG the Investor and its Affiliates, officers, directors directors, partners or members, underwriter and any controlling person thereof Person on demand for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable to the Investor in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG the Investor or any Affiliate, officer, director director, partner, member or controlling person thereof.Person thereof as provided in section 3.2(b) below;

Indemnity by Company. Without limitation of any other indemnity provided to SCGan Investor, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its each Investor, the Affiliates, officers, directors and partners of each Investor, each underwriter (as defined in the Securities Act), and each Person, if any, who controls SCG an Investor or underwriter (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any such registration statement statements (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any other violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG each Investor and its Affiliates, officers, directors or partners, underwriter and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable to any Investor in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG such Investor or any Affiliate, officer, director director, partner or controlling person thereof.

Indemnity by Company. Without limitation Company will indemnify, defend and hold Provider, its Affiliates and their respective officers, directors, employees, agents, successors and assigns (each a "Provider Indemnitee") harmless on an as-incurred basis from and against any and all Losses incurred by any Provider Indemnitee arising from or in connection with: (a) any Claims of infringement of any patent or any copyright, trademark, service xxxx, trade name, trade secret, confidential information or similar intellectual property right, whether conferred by contract or arising under law, alleged to have been incurred because of or arising out of any equipment, materials and other indemnity resources (including without limitation information technology, information management and communications services equipment, Software or other resources) provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation Provider by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them Group in connection with investigating or defending any such loss, claim, damage, liability, expense or actionthe performance of the Services; provided, however, that Company will have no obligation with respect to any Losses to the extent arising out of or in connection with (i) a Provider Indemnitee's modification of any Software, Hardware or similar resource provided by a member of the Company shall Group; or (ii) a Provider Indemnitee's combination, operation or use of the equipment, Software or other resources provided by a Company Indemnitee and/or its other contractors with devices, data, programs or other resources not be liable furnished by a Company Indemnitee and/or its other contractors; or (iii) any use by a Provider Indemnitee of devices, data, programs or other resources furnished by Company in a manner materially contravening Company's express written instructions to such Provider Indemnitee , except to the extent in each case that any such case of the activities described in clauses (i) , (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Company Indemnitee and/or its other contractors; (b) any Claim arising out of or relating to personal injuries, death or damage to tangible personal or real property of third parties including employees of the Company Group caused by the tortious conduct, negligence or willful misconduct of the Company Group or their employees and agents; provided that Company will have no obligation, under this part, to the extent the same arise out of or in connection with the tortious conduct, negligence or willful misconduct of Provider, its Affiliates , subcontractors or any other Provider Indemnitee; (c) any Claim for Taxes assessed or claimed against Provider which are obligations of Company under this Agreement (including the obligations of Company regarding Taxes described in Section 7.2 of this Agreement) or result from breach of obligations of Company under this Agreement, including, without limitation, any such lossfines, claimpenalties, damageadministrative fees or the like payable by Provider to any governmental entity (whether or not a taxing entity) arising from Company's failure to comply with its obligations under this Agreement; (d) any Claims by any Affected Employees arising out of or resulting from their treatment by any member of the Company Group as employees of the Company Group and Claims resulting from any breach by Company of its obligations under the AFFECTED EMPLOYEE ARRANGEMENT SCHEDULE (SCHEDULE J); (e) any Claims arising out of any breach by Company of Sections 2.10, liability, expense 10 or action 11; and (f) any Claims arising out of any breach by Company of its obligations under ERISA except to the extent that it arises such Claims are the result of or arise out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG Provider's breach of its obligations under this Agreement or any officer, director act or controlling person thereofomission of Provider in contravention of any written instructions from Company Group.

Indemnity by Company. Without limitation of any other indemnity provided to SCG, to To the extent permitted by law, the Company will indemnify and hold harmless SCG Baxter, the officers and its officersdirectors of Baxter, directors each underwriter (as defined in the Securities Act) or placement agent, and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act)) Baxter or any such underwriter or placement agent, against any breaches by the Company of its representations and warranties and against any losses, claims, damages, liabilities and or expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto)the Private Placement Memorandum, (ii) the omission or alleged omission to state therein in the Private Placement Memorandum a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state blue sky or securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state blue sky or securities law, and law in connection with the Private Placement. The Company will reimburse SCG Baxter, each officer or director of Baxter, each such underwriter or placement agent, and its officerseach person, directors and if any, who controls (within the meaning of the Securities Act or Exchange Act) Baxter or any controlling person thereof such underwriter or placement agent for any reasonable legal or other expenses incurred by them (including reasonable fees and disbursements of counsel) in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable to Baxter, the officers or directors of Baxter, each such underwriter or placement agent, or any Person who controls (within the meaning of the Securities Act or Exchange Act) Baxter or any such underwriter or placement agent in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration the Private Placement Memorandum by SCG Baxter or any Affiliate, officer, director or controlling person thereofPerson of Baxter.

Indemnity by Company. Without limitation of any other indemnity provided Company agrees to SCGindemnify, to the extent permitted by law, the Company will indemnify defend and hold harmless SCG Subcontractor, its Affiliates and its their respective officers, directors directors, employees, agents, successors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act)assigns harmless, against any and all losses, claimsarising from or in connection with: (a) any claims of infringement made against Subcontractor of any United States letters patent, damagesor any copyright, liabilities and expenses (joint trademark, service xxxx, trade name or several) similar proprietary rights conferred by contract or by common law or by any law of the United States or any state, alleged to which they may become subject under the Securities Acthave occurred because of equipment, the Exchange Act systems, products, or other federal resources or state lawitems provided to Subcontractor by Company hereunder, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that Company will have no obligation with respect to any losses to the extent the same results from, arises out of, or in connection with Subcontractor's unauthorized modification of a program or a machine or Subcontractor's unauthorized combination, operation or use with devices, data or programs not furnished by Company; in addition, Company shall not be liable in will make all reasonable commercial efforts to obtain for Subcontractor a continued right to provide the Services; (b) any such case for any such loss, claim, damage, liability, expense claim or action by, on behalf of or related to, any employees or personnel of Company (including any Affected Employees hired by Subcontractor before such date of hire), including claims arising under the Occupational Safety and Health Administration requirements or orders, Equal Employment Opportunity Commission requirements or orders, National Labor Relations Board or Fair Labor Standards Act, or other applicable federal, state or local laws or regulations, except to the extent that it arises such losses result from Subcontractor's failure to comply with this Agreement and its Schedules; (c) any amounts, including but not limited to taxes, interest, and penalties, assessed against Subcontractor which are obligations of Company pursuant to Section 4.02 hereof; (d) Company's failure to act to minimize Subcontractor's tax liability as required under Section 4.02 hereof; (e) any environmental claim arising out of this Agreement, or is based upon as a Violation that occurs in reliance upon result of the Services performed at Company's facilities, unless Subcontractor has caused the environmental damage by its own actions or omissions or the actions or omissions of its subcontractors or by failing to follow guidelines or procedures provided by Company; and in conformity with written information furnished expressly CONFIDENTIAL INFORMATION Solely for use in connection by employees of XXX* and TECHFORCE with such registration a need to know. Not to be disclosed to or used by SCG any other person without the prior written permission of XXX*. * Indicates information deleted based on an Application for Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and filed separately with the Securities and Exchange Commission. (f) any losses incurred by Subcontractor as a result of a failure by Company to obtain any necessary regulatory approvals applicable to its business or any officernecessary permits, director or controlling person thereofto comply with any legal or regulatory requirements applicable to the performance of the Services.

Indemnity by Company. Without limitation of any other indemnity provided to SCG, to To the extent permitted by law, the Company will shall indemnify and hold harmless SCG the Investor, their respective Affiliates and its their respective officers, directors directors, partners and members (each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Actan “Indemnified Party”), from and against any lossesand all Damages, claims, damages, liabilities and shall reimburse the Indemnified Parties for all reasonable out-of-pocket expenses (including the reasonable fees and expenses (joint or several) of legal counsel), in each case promptly as incurred by such Indemnified Party and to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise extent arising out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): in connection with: (i) any untrue statement misrepresentation, omission of fact or alleged untrue statement breach of a material fact any of the Company’s representations or warranties contained in any registration statement (including any preliminary prospectus of the Transaction Documents, the annexes, schedules or final prospectus contained therein exhibits thereto or any amendments instrument, agreement or supplements certificate entered into or delivered by the Company pursuant hereto or thereto), ; or (ii) any failure by the omission Company to perform in any material respect any of its covenants, agreements, undertakings or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, obligations set forth in light any of the circumstances under which they were madeTransaction Documents, not misleadingthe annexes, schedules or exhibits thereto or any instrument, agreement or certificate entered into or delivered by the Company pursuant hereto or thereto; or (iii) any violation action instituted against the Investor, or alleged violation any of them, by any stockholder of the Company who is not an Affiliate of the Investor, with respect to any of the transactions contemplated by the Company Transaction Documents. provided, however, that the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; providedaction if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, howeverconditioned or delayed), and that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that statement, omission, or violation which occurs in reliance upon and in conformity with written information furnished in a certificate expressly for use in connection with such registration by SCG or any officersuch Investor, director or controlling person thereof.

Indemnity by Company. Without limitation of any other indemnity provided to SCG, to To the extent permitted by law, the Company will shall indemnify and hold harmless SCG the Investor, their respective Affiliates and its their respective officers, directors directors, partners and members (each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Actan “Indemnified Party”), from and against any lossesand all Damages, claims, damages, liabilities and shall reimburse the Indemnified Parties for all reasonable out-of-pocket expenses (including the reasonable fees and expenses (joint or several) of legal counsel), in each case promptly as incurred by such Indemnified Party and to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise extent arising out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): in connection with: (i) any untrue statement misrepresentation, omission of fact or alleged untrue statement breach of a material fact any of the Company’s representations or warranties contained in any registration statement (including any preliminary prospectus of the Transaction Documents, the annexes, schedules or final prospectus contained therein exhibits thereto or any amendments instrument, agreement or supplements certificate entered into or delivered by the Company pursuant hereto or thereto), ; or (ii) any failure by the omission Company to perform in any material respect any of its covenants, agreements, undertakings or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, obligations set forth in light any of the circumstances under which they were madeTransaction Documents, not misleadingthe annexes, schedules or exhibits thereto or any instrument, agreement or certificate entered into or delivered by the Company pursuant hereto or thereto; or (iii) any violation action instituted against the Investor, or alleged violation any of them, by any stockholder of the Company who is not an Affiliate of the Investor, with respect to any of the transactions contemplated by the Company Transaction Documents. provided, however, that the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; providedaction if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), however, and that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that statement, omission, or violation which occurs in reliance upon and in conformity with written information furnished in a certificate expressly for use in connection with such registration by SCG or any officersuch Investor, director underwriter or controlling person thereofperson.

Indemnity by Company. Without limitation of any other indemnity provided to SCGCompany shall indemnify, to the extent permitted by lawdefend, the Company will indemnify and hold harmless SCG CSHL and its trustees, officers, directors faculty, students, employees, and each Personagents and their respective successors, if any, who controls SCG heirs and assigns (within the meaning of the Securities Act or the Exchange Act“CSHL Indemnitees”), against any lossesliability, claimsdamage, damagesloss, liabilities or expense (including reasonable attorneys fees and expenses (joint of litigation) incurred by or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based imposed upon any of the following statementsCSHL Indemnitees in connection with any third party claims, omissions suits, actions, demands or violations judgments arising out of any theory of liability (collectively including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether the action has any factual basis) (collectively, a "Violation"): “Claim”) concerning any product, process, or service that is made, used, or sold pursuant to any right or license granted under this Agreement. However, indemnification does not apply to any liability, damage, loss, or expense to the extent directly attributable to (i) any untrue statement the negligent activities or alleged untrue statement intentional misconduct of a material fact contained in any registration statement (including any preliminary prospectus the CSHL Indemnitees; or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission settlement of a Claim by CSHL Indemnitees without the prior written approval of Company. Company shall have the sole right to settle such claim or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or actionsuit; provided, however, provided that the Company shall not be liable settle or compromise any such claim or suit in a manner that is inconsistent with this Agreement, that includes any statement of liability, fault of, or by CSHL (or any of the CSHL Indemnitees) or involves any payment from any CSHL Indemnitee or include any statement, administration of wrongdoing on the part of CSHL (or any of CSHL Indemnitees), or that could result in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG adverse affect on CSHL (or any officer, director of CSHL Indemnitees) or controlling person thereofany of the Licensed Patents.

Indemnity by Company. Without limitation of any other indemnity provided to SCGthe Investor, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its the Investor, the Affiliates, officers, directors and partners of the Investor, each underwriter (as defined in the Securities Act), and each Person, if any, who controls SCG the Investor or an underwriter (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "“Violation"”): (i) any untrue statement or alleged untrue statement of a material fact contained in any such registration statement statements (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any other violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG the Investor and its Affiliates, officers, directors or partners, underwriter and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable to the Investor in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG the Investor or any Affiliate, officer, director director, partner or controlling person thereof.thereof as provided in section 3.2(b) below;

Indemnity by Company. Without limitation of any other indemnity provided to SCG, to To the full extent permitted allowed by applicable law, the Company will indemnify and hold harmless SCG the Indemnified Supplier Parties, on demand, from and its officers, directors against any and each Person, if any, who controls SCG (within the meaning all Losses incurred by any of them as a result of the Securities Act or the Exchange Act), against any losses, following third-party claims, damagesand shall defend the Indemnified Supplier Parties against the following claims: all claims that any item, liabilities and expenses information, system, deliverable, software or service provided or used in relation to the Grid Services provided by Company (joint or severalany Company affiliate, agent, contractor, subcontractor or representative) to which they may become subject under the Securities ActSupplier pursuant to this Agreement, the Exchange Act or Supplier’s use thereof (or access or other federal rights thereto) authorized by Company in any circumstance, infringes or state lawmisappropriates a United States patent, insofar as such lossestrademark or copyright of a third party provided however, claims, damages, liabilities and expenses (Company shall have no liability or actions in respect thereof) arise out of or are based upon obligation to any of the following statements, omissions or violations Indemnified Supplier Parties under this Section 11.2(a)(1)(A) (collectively a "Violation"): (iIndemnity by Company) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent the claim of infringement or misappropriation is caused by such Indemnified Supplier Party’s unauthorized use or modification of such item or such Indemnified Supplier Party’s use of such item in combination with any product or equipment not owned, developed, contemplated or authorized by Company or with respect to any item provided by Company. If any deliverable or item provided by Supplier hereunder is held to constitute, or in Company’s reasonable judgment is likely to constitute, an infringement or misappropriation, Company will in addition to its indemnity obligations, at its expense and option, and after consultation with Supplier regarding Supplier’s preference in such event, either procure the right for Indemnified Supplier Parties to continue using such deliverable or item, replace such deliverable or item with a non-infringing equivalent, provided that such replacement does not result in a degradation of the functionality, performance or quality of the deliverable or item, modify such deliverable or item, or have such deliverable or item modified, to make it arises out non-infringing, provided that such modification does not result in a degradation of the functionality, performance or is based upon quality of the deliverable or item, or create a Violation feasible workaround that occurs in reliance upon would not have any adverse impact on the Company. THIS IS THE EXCLUSIVE REMEDY AVAILABLE TO SUPPLIER AS WELL AS COMPANY’S ENTIRE OBLIGATION AND LIABILITY IN CASE OF AN INFRINGEMENT OR MISAPPROPRIATION CLAIM. Knowledge of Claim. If Company shall obtain knowledge of any Claim subject to Section 11.2(a) (Indemnification Against Third Party Claims) or otherwise under this Agreement, Company shall give prompt notice thereof to Supplier, and in conformity with written information furnished expressly for use in connection with if Supplier shall obtain any such registration by SCG or any officerknowledge, director or controlling person thereofSupplier shall give prompt notice thereof to Company.

Indemnity by Company. Without limitation Company will indemnify, defend and hold Provider, its Affiliates and their respective officers, directors, employees, agents, successors and assigns (each a "Provider Indemnitee") harmless on an as-incurred basis from and against any and all Losses incurred by any Provider Indemnitee arising from or in connection with: (a) any Claims of infringement of any patent or any copyright, trademark, service mark, trade name, trade secret, confidential information xx similar intellectual property right, whether conferred by contract or arising under law, alleged to have been incurred because of or arising out of any equipment, materials and other indemnity resources (including without limitation information technology, information management and communications services equipment, Software or other resources) provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation Provider by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them Group in connection with investigating or defending any such loss, claim, damage, liability, expense or actionthe performance of the Services; provided, however, that Company will have no obligation with respect to any Losses to the extent arising out of or in connection with (i) a Provider Indemnitee's modification of any Software, Hardware or similar resource provided by a member of the Company shall Group; or (ii) a Provider Indemnitee's combination, operation or use of the equipment, Software or other resources provided by a Company Indemnitee and/or its other contractors with devices, data, programs or other resources not be liable furnished by a Company Indemnitee and/or its other contractors; or (iii) any use by a Provider Indemnitee of devices, data, programs or other resources furnished by Company in a manner materially contravening Company's express written instructions to such Provider Indemnitee, except to the extent in each case that any such case of the activities described in clauses (i), (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Company Indemnitee and/or its other contractors; (b) any Claim arising out of or relating to personal injuries, death or damage to tangible personal or real property of third parties including employees of the Company Group caused by the tortious conduct, negligence or willful misconduct of the Company Group or their employees and agents; provided that Company will have no obligation, under this part, to the extent the same arise out of or in connection with the tortious conduct, negligence or willful misconduct of Provider, its Affiliates, subcontractors or any other Provider Indemnitee; (c) any Claim for Taxes assessed or claimed against Provider which are obligations of Company under this Agreement (including the obligations of Company regarding Taxes described in Section 7.3 of this Agreement) or result from breach of obligations of Company under this Agreement, including, without limitation, any such lossfines, claimpenalties, damageadministrative fees or the like payable by Provider to any governmental entity (whether or not a taxing entity) arising from Company's failure to comply with its obligations under this Agreement; (d) any Claims by any Affected Employees arising out of or resulting from their treatment by any member of the Company Group as employees of the Company Group and Claims resulting from any breach by Company of its obligations under the AFFECTED EMPLOYEE ARRANGEMENT SCHEDULE (SCHEDULE J); (e) any Claims arising out of any breach by Company of Sections 2.11, liability, expense 10 or action 11; and (f) any Claims arising out of any breach by Company of its obligations under ERISA except to the extent that it arises such Claims are the result of or arise out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG Provider's breach of its obligations under this Agreement or any officer, director act or controlling person thereofomission of Provider in contravention of any written instructions from Company Group.

Indemnity by Company. Without limitation Company will indemnify, defend and hold Provider, its Affiliates and their respective officers, directors, employees, agents, successors and assigns (each a "Provider Indemnitee") harmless on an as-incurred basis from and against any and all Losses incurred by any Provider Indemnitee arising from or in connection with: (a) any Claims of infringement of any patent or any copyright, trademark, service mark, trade name, trade secret, confidential information xx similar intellectual property right, whether conferred by contract or arising under law, alleged to have been incurred because of or arising out of any equipment, materials and other indemnity resources (including without limitation information technology, information management and communications services equipment, Software or other resources) provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation Provider by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them Group in connection with investigating or defending any such loss, claim, damage, liability, expense or actionthe performance of the Services; provided, however, that Company will have no obligation with respect to any Losses to the extent arising out of or in connection with (i) a Provider Indemnitee's modification of any Software, Hardware or similar resource provided by a member of the Company shall Group; or (ii) a Provider Indemnitee's combination, operation or use of the equipment, Software or other resources provided by a Company Indemnitee and/or its other contractors with devices, data, programs or other resources not be liable furnished by a Company Indemnitee and/or its other contractors; or (iii) any use by a Provider Indemnitee of devices, data, programs or other resources furnished by Company in a manner materially contravening Company's express written instructions to such Provider Indemnitee , except to the extent in each case that any such case of the activities described in clauses (i) , (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Company Indemnitee and/or its other contractors; (b) any Claim arising out of or relating to personal injuries, death or damage to tangible personal or real property of third parties including employees of the Company Group caused by the tortious conduct, negligence or willful misconduct of the Company Group or their employees and agents; provided that Company will have no obligation, under this part, to the extent the same arise out of or in connection with the tortious conduct, negligence or willful misconduct of Provider, its Affiliates , subcontractors or any other Provider Indemnitee; (c) any Claim for Taxes assessed or claimed against Provider which are obligations of Company under this Agreement (including the obligations of Company regarding Taxes described in Section 7.2 of this Agreement) or result from breach of obligations of Company under this Agreement, including, without limitation, any such lossfines, claimpenalties, damageadministrative fees or the like payable by Provider to any governmental entity (whether or not a taxing entity) arising from Company's failure to comply with its obligations under this Agreement; (d) any Claims by any Affected Employees arising out of or resulting from their treatment by any member of the Company Group as employees of the Company Group and Claims resulting from any breach by Company of its obligations under the AFFECTED EMPLOYEE ARRANGEMENT SCHEDULE (SCHEDULE J); (e) any Claims arising out of any breach by Company of Sections 2.10, liability, expense 10 or action 11; and (f) any Claims arising out of any breach by Company of its obligations under ERISA except to the extent that it arises such Claims are the result of or arise out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG Provider's breach of its obligations under this Agreement or any officer, director act or controlling person thereofomission of Provider in contravention of any written instructions from Company Group.

Indemnity by Company. Without limitation of any other indemnity provided Company agrees to SCGindemnify, to the extent permitted by lawdefend, the Company will indemnify and hold harmless SCG Buyer and its officers, directors directors, Affiliates, employees, attorneys, agents and each Personshareholders (the "Buyer's Indemnitees") against and in respect of any and all claims, if anysuits, who controls SCG actions, proceedings (within the meaning of the Securities Act or the Exchange Actformal and informal), against any investigations, judgments, deficiencies, losses, claimsdamages, damagessettlements, liabilities and expenses (joint or several) to which they may become subject under the Securities Actincluding, the Exchange Act or other federal or state lawwithout limitation, insofar as such losses, claims, damages, liabilities reasonable legal fees and expenses of attorneys chosen by the Buyer's Indemnitees), or on any Schedule to, this Agreement (or actions in respect thereof) arise collectively, "Losses"), as and when incurred arising out of or are based upon (1) any breach of any representation, warranty, covenant, or agreement of Company contained in this Agreement or in any other agreement executed and delivered by Company hereunder or in connection herewith, or (2) the ownership of the following statements, omissions Assets or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement the conduct of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein the CATV Business or any amendments or supplements thereto)other matters relating to the business of Company for the period prior to the Closing Date, (ii) including, without limitation, any actions taken by Company prior to the omission or alleged omission to state therein a material fact Closing Date but which do not become effective until after the Closing Date. No indemnification shall be required to be stated therein made by Company under this Section as a result of any breach of any representation, warranty, covenant or necessary to make the statements therein, in light agreement of the circumstances Company until the amount of Buyer's Losses under which they were madethis Agreement exceed in the aggregate $50,000. At such time as such aggregate amount of Buyer's Losses exceeds $50,000, not misleadingBuyer may seek to recover all of its Losses, or (iii) any violation or alleged violation by including the Company first dollar thereof in accordance with the provisions of the Securities Actthis Section, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that no indemnification shall be required in excess of the amount of the Notes actually received, in the aggregate, pursuant to the Agreement. Company shall not be held liable for any unintentional error in any such case representation or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for any such losshereunder if, claim, damage, liability, expense on or action before 10 business days prior to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity Closing Date, the Company shall have provided Buyer with written information furnished expressly for use in connection with notices of such registration by SCG error, inaccuracy or any officerincompleteness and a written statement of the corrections necessary to cure the same and if, director or controlling person thereofnotwithstanding such notice, Buyer shall have elected to close this transaction.

Indemnity by Company. Without limitation of any other indemnity provided to SCG, to To the extent permitted by law, the Company will indemnify and hold harmless SCG and its each Holder, the employees, officers, directors directors, agents and partners of such Holder, any underwriter (as defined in the Act) for such Holder and each Personperson, if any, who controls SCG (such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “1934 Act”), against any losses, claims, damages, or liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "“Violation"”): (i) any untrue statement or alleged untrue statement of a material fact contained in any such registration statement (statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange 1934 Act or any state securities law, ; and the Company will reimburse SCG and its pay to each such Holder, the officers, directors and partners of a Holder, underwriter or controlling person, as incurred, any controlling person thereof for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company indemnity agreement contained in this Section 2.8.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officersuch Holder, director underwriter or controlling person thereofperson.

Indemnity by Company. Without limitation of any other indemnity provided to SCG, Subject to the extent permitted by lawprovisions of this Article 9, the Company will agrees to pay and to indemnify and fully, hold harmless SCG and its officers, directors defend (a) each Cemex Indemnified Party from and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise all claims and/or Damages arising out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): relating to: (i) any untrue statement breach of any covenant or alleged untrue statement agreement of a material fact Company contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), this Agreement; or (ii) the omission Cemex Assumed Liabilities; and (b) each RMUSA Indemnified Party from and against any and all claims and/or Damages arising out of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or relating to: (iiii) any violation breach of any covenant or alleged violation by agreement of Company contained in this Agreement; or (ii) the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or actionRMUSA Assumed Liabilities; provided, however, provided that the Company shall not be liable in have an obligation to indemnify any such case Contributor Indemnified Party for any such loss, claim, damage, liability, expense or action Damages pursuant to this Section 9.3 only to the extent that it arises out such Damages are in excess of (i) any amounts recovered by any Contributor Indemnified Party pursuant to any contract to which any Contributor Indemnified Party is a party and (ii) any insurance proceeds received with respect thereto (exclusive of amounts recovered which are subject to retrospective payments or is based premiums); provided, further, that upon making any payment to any Contributor Indemnified Party, Company shall be subrogated to all rights of the Contributor Indemnified Party against any third party in respect of the losses to which such payment relates, and such Contributor Indemnified Party will execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. Nothing in this Section 9.3 shall require a Violation that occurs in reliance upon and in conformity with written information furnished expressly Contributor Indemnified Party to seek to recover Damages from any third party before making a claim for use in connection with such registration by SCG or any officer, director or controlling person thereofindemnification pursuant to Article 9.

Indemnity by Company. Without limitation of any other indemnity provided The Company agrees to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG the Consultant and its officersthe Consultant’s employees, directors accountants, attorneys and each Person, if any, who controls SCG Consultants (within the meaning of the Securities Act or the Exchange Act), “Consultant’s Indemnities”) against any and all losses, claims, damages, damages or liabilities and expenses (joint or several) to which they or any of them may become subject under the Securities Act, the Exchange Act any statute or at common law for any legal or other federal expenses (including the costs of any investigation and preparation) incurred by them in connection with any litigation, whether or state lawnot resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) litigation arise out of or are based upon a breach of this Agreement; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amount paid in settlement of any such litigation, if such settlements are made without the consent of the following statementsCompany, omissions nor shall it apply to the Consultant’s Indemnities in respect to any such losses, claims, damages or violations liabilities arising out of or based upon any breach on their part of this Agreement or their negligence or willful misconduct. This indemnity is in addition to any other liability the Company may otherwise have to the Consultant’s Indemnities. The Consultant’s Indemnities agree, within ten (collectively a "Violation"): (i10) days after the receipt by them of written notice of the commencement of any untrue statement or alleged untrue statement of a material fact contained action against them in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements theretorespect to which indemnity may be sought from the Company under this Section 6(a), (ii) to notify the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, Company in light writing of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company commencement of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable entitled to participate in any such case for any such loss(and, claim, damage, liability, expense or action to the extent that it arises out the Company shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to the Consultant’s Indemnities in such litigation. The Company agrees to notify the Consultant’s Indemnities promptly of the commencement of any litigation or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG proceedings against the Company or any officerof the Company’s officers or directors related to this Agreement and to furnish to the Consultant’s Indemnities, director or controlling person thereofat their request, copies of all pleadings therein and to permit the Consultant’s Indemnities to be observers therein and apprise the Consultant’s Indemnities of all developments therein.

Indemnity by Company. Without limitation of any other indemnity provided to SCGthe Investors, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its the Investors, the Affiliates, officers, directors and partners of the Investors, each underwriter (as defined in the Securities Act), and each Person, if any, who controls SCG the Investors or an underwriter (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "“Violation"”): (i) any untrue statement or alleged untrue statement of a material fact contained in any such registration statement statements (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any other violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG the Investors and its their Affiliates, officers, directors or partners, underwriter and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable to the Investors in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG the Investors or any Affiliate, officer, director director, partner or controlling person thereof.thereof as provided in section 3.2(b) below;

Indemnity by Company. Without limitation of any other indemnity provided to SCG, Subject to the extent permitted by lawprovisions of this Article 9, the Company will agrees to pay and to indemnify and fully, hold harmless SCG and its officers, directors defend (a) each Cemex Indemnified Party from and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint all claims or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise Damages arising out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): relating to: (i) any untrue statement breach of any covenant or alleged untrue statement agreement of a material fact Company contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), this Agreement; or (ii) the omission Cemex Assumed Liabilities; and (b) each RMUSA Indemnified Party from and against any and all claims or alleged omission to state therein a material fact required to be stated therein Damages arising out of or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or relating to: (iiii) any violation breach of any covenant or alleged violation by agreement of Company contained in this Agreement; or (ii) the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or actionRMUSA Assumed Liabilities; provided, however, provided that the Company shall not be liable in have an obligation to indemnify any such case Contributor Indemnified Party for any such loss, claim, damage, liability, expense or action Damages pursuant to this Section 9.3 only to the extent that it arises out such Damages are in excess of (i) any amounts recovered by any Contributor Indemnified Party pursuant to any contract to which any Contributor Indemnified Party is a party and (ii) any insurance proceeds received with respect thereto (exclusive of amounts recovered which are subject to retrospective payments or is based premiums); provided, further, that upon making any payment to any Contributor Indemnified Party, Company shall be subrogated to all rights of the Contributor Indemnified Party against any third party in respect of the losses to which such payment relates, and such Contributor Indemnified Party will execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. Nothing in this Section 9.3 shall require a Violation that occurs in reliance upon and in conformity with written information furnished expressly Contributor Indemnified Party to seek to recover Damages from any third party before making a claim for use in connection with such registration by SCG or any officer, director or controlling person thereofindemnification pursuant to Article 9.

Indemnity by Company. Without limitation The Company hereby agrees, on an as incurred basis, to indemnify, defend and hold harmless each of the Purchasers and each of their respective directors, officers, stockholders, employees, agents, representatives, Affiliates and successors and assigns against and in respect of any other indemnity provided to SCGand all Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages (including loss of value of any securities), dues, assessments, Taxes, losses, fines, penalties, expenses, fees, costs and amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action) (collectively, but reduced to the extent permitted that any such Indemnified Party actually recovers any insurance proceeds, other amounts from third parties, or tax refunds in respect of such losses or other tax benefits in respect of such losses that are actually realized and actually reduce the amount of income tax paid by lawthe Purchaser (in each case, net of Liabilities incurred to recover such amounts (including, without limitation, increased premiums)), "Losses") that are incurred, suffered or sustained as a result of, in connection with, related to or incidental to or by virtue of, (a) the inaccuracy of any representation or warranty made by the Company will indemnify herein or in any document, certificate or other instrument required to be delivered hereunder (as if all materiality (including in the definition of Material Adverse Effect) and hold harmless SCG and its officersknowledge provisions (including in the definition of Knowledge) were not contained therein), directors and each Person, if any, who controls SCG (within b) the meaning nonfulfillment of any agreement or covenant of the Securities Act Company contained herein or the Exchange Act)in any document, against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act certificate or other federal or state lawinstrument required to be delivered hereunder, insofar as such losses, claims, damages, liabilities and expenses (c) any matter reported in (or actions in respect thereofthat should be reported in) arise out Section 2.22 of or are based upon the Disclosure Schedule and all related disputes, and (d) any of the following statements, omissions or violations transactions contemplated hereby other than (collectively a "Violation"): for the purposes of this clause (id) any untrue statement or alleged untrue statement only) Losses which are solely attributable to the loss of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light value of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or actionsecurities; provided, however, that the Company shall not be liable for any Losses under Section 7.2(a) until the aggregate of such Losses exceeds $325,000, and then the Company shall be liable for the full amount of such Losses (including the first $325,000 thereof). For purposes of this Section 7.2, any event or circumstance which results in a Loss to the Company or any of its Subsidiaries (a "Company Loss") shall also be deemed to result in a Loss (an "Indirect Loss") to the holders of the shares of Series E Preferred Stock (and any securities issued directly or indirectly upon conversion, redemption or exercise of the Series E Preferred Stock and any securities received in respect of such directly or indirectly issued securities). Until there are no outstanding shares of Series E Preferred Stock, the holders of such shares shall be deemed to have an Indirect Loss in the amount of 77.5% of such Company Loss (unless the indemnification payment for such Loss is made in Series F Preferred Stock pursuant to Section 7.5 below, in which case the holders of such shares shall be deemed to have an Indirect Loss in the amount of 57.3% (rather than 77.5%) of such Company Loss) and, if the Company is required to provide indemnification in respect of such Company Loss in accordance with the foregoing provisions of this Section 7.2, such holders shall be entitled to recover from the Company the full amount thereof. Nothing in the immediately preceding sentence shall limit the ability of any Person to be indemnified to the fullest extent such Person would otherwise be entitled under this Section 7.2 if such immediately preceding sentence were not included in this Section 7.2. No Purchaser shall make a claim for indemnification or otherwise under this Agreement without the prior written consent of the Majority Purchasers, and the Majority Purchasers shall be entitled to resolve any such case for claim on behalf of any or all Purchasers (and no resolution of any such loss, claim, damage, liability, expense or action to claim without the extent that it arises out prior written consent of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereofthe Majority Purchasers shall be effective).

Indemnity by Company. Without limitation of any other indemnity provided to SCGThe Company will indemnify, to defend and hold Parent and the extent Surviving Corporation, and their successors and permitted by lawassigns (collectively, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act"Parent Indemnified Persons"), harmless from, against any lossesand with respect to each and every claim, claimsliability, damagesobligation, liabilities loss, damage, deficiency, assessment, encumbrance, judgment, cost, expense (including, without limitation, reasonable attorneys' fees and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities costs and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them any Parent Indemnified Person in connection with investigating investigating, preparing, defending against or defending prosecuting any litigation or claim, action, suit, proceeding or demand), of any kind or character (collectively, "Losses"), arising out of or resulting from (a) any breach of any representation, warranty, covenant, agreement or certification made by or on behalf of the Company in this Agreement or (b) any Tax Claim (as defined below) ("Parent Losses"). For all purposes of determining the amount of any Losses under this Article, any such lossrepresentation or warranty shall be interpreted without giving effect to the word "materially" or "material," individually or as it appears in the phrase "Company Material Adverse Effect" (or any other qualifications or exceptions based on such terms). The parties hereto agree, claimand by virtue of each Company Stockholder's execution and delivery of a Company Stockholders Agreement, damagethe Company Stockholders will agree that except with respect to fraud or willful misconduct, liabilitythe Company Escrowed Shares shall be available as the sole, expense or actionexclusive and maximum recourse for the Parent Indemnified Persons with respect to any Parent Losses; provided, however, that in no event shall this limit the right of Parent to seek injunctive or other equitable relief to enforce the performance by the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out Company Stockholder Representatives of their respective obligations under this Agreement or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereofunder the Escrow Agreement.

Indemnity by Company. Without limitation of any other indemnity provided to SCGthe Purchaser, to the extent permitted by law, the Company will shall indemnify and hold harmless SCG the Purchaser, the officers and its officersdirectors of the Purchaser, directors each underwriter (as defined in the Securities Act) for the Purchaser, and each Personperson, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act)) the Purchaser or any such underwriter, against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively collectively, a "Violation"): (iA) any untrue statement or alleged untrue statement of a material fact contained in any such registration statement statements (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), ; (iiB) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, ; or (iiiC) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state blue sky or securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state blue sky or securities law, and the Company will company shall reimburse SCG the Purchaser, each officer or director of the Purchaser, each such underwriter for the Purchaser, and its officerseach person, directors and if any, who controls (within the meaning of the Securities Act or Exchange Act) the Purchaser or any controlling person thereof such underwriter for any reasonable legal or other expenses incurred by them (including reasonable fees and disbursements of counsel) in connection with investigating or defending any such loss, claim, damage, liability, expense or action; providedPROVIDED, howeverHOWEVER, that the Company shall not be liable to the Purchaser, the officers or directors of the Purchaser, any such underwriter for the Purchaser, or any person who controls (within the meaning of the Securities Act or Exchange Act) the Purchaser or any such underwriter, in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG the Purchaser, any officer or director of the Purchaser, any underwriter for the Purchaser or any officer, director or controlling person thereofof the Purchaser or any such underwriter.

Indemnity by Company. Without limitation of any other indemnity provided to SCGany Investor, to the extent permitted by law, the Company will indemnify and hold harmless SCG and each Investor and, as applicable, its directors, officers, directors employees, agents and partners and each Person, if any, who controls SCG such Investor (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, (iv) any and all loss, liability, claim, damage and expense whatsoever, as reasonably incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or alleged untrue statement or any omission or alleged omission, if such settlement is effected with the written consent of the Company, or (v) subject to the limitations set forth in Section 2.4.3, any and all reasonable expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or alleged untrue statement or omission or alleged omission, to the extent that any such expense is not paid under subparagraphs (i) through (v) above, and the Company will reimburse SCG such Investor and its directors, officers, directors employees, agents and partners, and any controlling person thereof thereof, for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director such Investor or controlling person thereof, and provided, further, that the Company shall not be liable to the extent that any such loss, claim, damage, liability, expense or action arises out of such person's failure to send or give a copy of the final prospectus or supplement to the persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus or supplement. In connection with an underwritten offering, the Company will indemnify such underwriters and their directors, officers and each Person, if any, who controls such underwriters (within the meaning of the Securities Act) to the same extent as indemnification is provided to the Investors.

Indemnity by Company. Without limitation of any other indemnity provided Company agrees, and agrees to SCGcause the Parent, to the extent permitted by lawindemnify, the Company will indemnify defend, save and hold harmless SCG Lender and its respective Affiliates, directors, officers, directors agents, attorneys and each Personemployees (collectively, if anythe “Indemnitees”) from and against: (a) any and all claims, who controls SCG demands, actions or causes of action that are asserted against any Indemnitee by any Person (within other than Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against Company, any of its Affiliates or any of its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relating to, the meaning Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the Securities Act proceeds of any Loan, property that is the subject of any lease or any collateral given to secure the Obligations, or the Exchange Actrelationship of Company and Lender under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees' counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of the property of the Parent or any Subsidiary, or in the soil, groundwater or soil vapor on or under such property, including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; (e) any and all liabilities, losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”), ; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. This Section 9.12 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out etc. arising from any non-Tax claim. This Section 9.12 shall survive termination of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereofthis Agreement.

Indemnity by Company. Without limitation of any other indemnity provided to SCG, (a) In addition to the extent permitted by lawpayment of expenses pursuant to the terms hereof, the Company will indemnify agrees to indemnify, pay and hold harmless SCG the Bank and its any holder of any Note and the officers, directors directors, employees and each Person, if any, who controls SCG (within the meaning agents of the Securities Act or Bank and such holders (collectively called the Exchange Act), "Indemnitees") from and against any and all other all liabilities, obligations, losses, claims, damages, liabilities penalties, judgments, suits, and expenses reasonable costs, expenses, and disbursements of any kind whatsoever, (joint or several) to which they may become subject under the Securities Actincluding without limitation, the Exchange Act reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or other federal judicial proceeding, whether or state law, insofar as not such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively Indemnitees shall be designated a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements party thereto), (ii) the omission which may be imposed on, incurred by, or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinasserted against such Indemnitees, in light any manner relating to or asserted against such Indemnitees, in any manner relating to or on account of the circumstances under which they were madeWarehouse Loan Documents or the Collateral taken hereunder, not misleadingthe duties or actions performed or taken, or (iii) any violation not performed or alleged violation not taken, by the Company of Bank hereunder or in any manner related hereto or the Securities Act, transaction provided for herein (the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action"Indemnified Liabilities"); provided, however, that the Company shall not be liable in have no obligation hereunder with respect to the Indemnified Liabilities arising from the gross negligence or willful misconduct of any such case for any such loss, claim, damage, liability, expense or action to Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it arises out is violative of any law or public policy, the Company shall contribute the maximum portion which it is based upon a Violation that occurs in reliance upon permitted to pay and in conformity with written information furnished expressly for use in connection with such registration satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by SCG the Indemnitees or any officerof them. (b) If any claim is made, director or controlling any action, suit or proceeding is brought against any person thereofindemnified pursuant to this SECTION 12.2, the applicable Indemnitee shall promptly notify the Company of such claim or of the commencement of such action, suit or proceeding, and the Company will assume the defense of such action, suit or proceeding, employing counsel selected by the Company and reasonably satisfactory to such Indemnitee, and pay the fees and expenses of such counsel; provided, however, that if any Indemnitee or counsel to any Indemnitee shall reasonably determine that, due to conflicts in the liabilities or defenses between the Company and the Bank, the Bank shall each have the right to retain its own counsel and the reasonable fees and expenses of such counsel shall be for the account of the Company. The Bank shall not shall settle any Indemnified Liability, if the Bank seeks indemnification therefor from the Company, without first giving written notice to the Company of the Bank's desire to settle and obtaining the written consent of the Company to such settlement, which consent the Company hereby agrees not to unreasonably withhold. (c) The obligations of the Company under this Section shall survive payment of the Secured Obligations and assignment of any rights hereunder.

Indemnity by Company. Without limitation of any other indemnity provided to SCG, to the extent permitted by law, the The Company will shall indemnify and hold harmless SCG the Investor, their respective Affiliates and its their respective officers, directors directors, partners, members and each Personother person, if any, who controls SCG (controls, within the meaning of the Securities Act or the Exchange Act, any one or more of the foregoing (each an “Indemnified Party”), from and against any lossesand all Damages, claims, damages, liabilities and shall reimburse the Indemnified Parties for all reasonable out-of-pocket expenses (including the reasonable fees and expenses (joint or several) of legal counsel), in each case promptly as incurred by such Indemnified Party and to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise extent arising out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): in connection with: (i) any untrue statement misrepresentation, omission of fact or alleged untrue statement breach of a material fact any of the Company’s representations or warranties contained in any registration statement (including any preliminary prospectus of the Transaction Documents, the annexes, schedules or final prospectus contained therein exhibits thereto or any amendments instrument, agreement or supplements certificate entered into or delivered by the Company pursuant hereto or thereto), ; or (ii) any failure by the omission Company to perform in any respect any of its covenants, agreements, undertakings or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, obligations set forth in light any of the circumstances under which they were madeTransaction Documents, not misleadingthe annexes, schedules or exhibits thereto or any instrument, agreement or certificate entered into or delivered by the Company pursuant hereto or thereto; or (iii) any violation action instituted against the Investor, or alleged violation any of them, by any stockholder of the Company who is not an Affiliate of the Investor, with respect to any of the transactions contemplated by the Company Transaction Documents. provided, however, that the indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; providedaction if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), however, and that the Company shall not be liable to an Investor in any such case for any such loss, claim, damage, liability, expense or action Damages to the extent extent, but only to the extent, that it arises out of or is based upon a Violation that statement, omission, or violation which occurs in reliance upon and in conformity with written information furnished in a certificate expressly for use in connection with this Agreement and the transactions contemplated hereby by such registration by SCG or any officer, director or controlling person thereofInvestor.

Indemnity by Company. Without limitation The Company agrees to indemnify each Underwriter, each of any other indemnity provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors Affiliates and each Person, if any, person who controls SCG (such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)Act and each officer, director, employee and agent of such Underwriter, each such Affiliate or each person who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each an “Underwriter Indemnified Person”) against any lossesand all claims, claimsdemands, actions, liabilities, damages, liabilities and expenses (losses, costs or expenses, joint or severalseveral (including, without limitation, legal fees and any applicable VAT or value added or similar tax) to (“Losses”) which they it may become subject under the Securities Act, the Exchange Act or other federal or state lawto, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) Losses arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) upon: 12.1.1 any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein of the Offer Documents or any amendments or supplements thereto), (ii) the or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that except the Company shall not be liable in any such case for to the extent, but only to the extent, that any such lossclaims, claimdemands, damageactions, liabilityliabilities, expense damages, losses, costs or action to the extent that it arises out of expenses are caused by any untrue statement or is based upon a Violation that occurs omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter relating to such Underwriter expressly for use therein, it being understood and agreed that the only such information consists of the information described in Clause 12.2; or 12.1.2 any of the warranties or representations contained in this Agreement being or being alleged to be untrue or incorrect or any actual or alleged breach by the Company of any of its obligations under this Agreement, except to the extent that any such Losses are determined to result from the Underwriter’s gross negligence or willful misconduct; and agrees to reimburse each such Underwriter Indemnified Person for all other costs, charges and expenses (including any applicable VAT or value added or similar tax) and reasonable legal costs on a full indemnity basis, which such Underwriter Indemnified Person may reasonably incur or bear in establishing any claim on their part under the provisions of this Clause 12 or which may be reasonably incurred by such Underwriter Indemnified Person in connection with investigating or defending, or in the settlement of, any such registration by SCG claim, demand, action, liability, damages, loss, cost or expense or any officerinvestigation or proceeding by any governmental agency or body, director commenced or controlling person thereofthreatened. This indemnity will be additional to any liability which the Company may otherwise have, and will be additional and without prejudice to any rights which such Underwriter Indemnified Person may have at common law or otherwise.

Indemnity by Company. Without limitation of any other indemnity provided to SCGany Investor, to the extent permitted by law, the Company will indemnify and hold harmless SCG and each Investor and, as applicable, its directors, officers, directors employees, agents and partners and each Person, if any, who controls SCG such Investor (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, (iv) any and all loss, liability, claim, damage and expense whatsoever, as reasonably incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or alleged untrue statement or any omission or alleged omission, if such settlement is effected with the written consent of the Company, or (v) subject to the limitations set forth in Section , any and all reasonable expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or alleged untrue statement or omission or alleged omission, to the extent that any such expense is not paid under subparagraphs (i) through (v) above, and the Company will reimburse SCG such Investor and its directors, officers, directors employees, agents and partners, and any controlling person thereof thereof, for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director such Investor or controlling person thereof, and provided, further, that the Company shall not be liable to the extent that any such loss, claim, damage, liability, expense or action arises out of such person's failure to send or give a copy of the final prospectus or supplement to the persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus or supplement. In connection with an underwritten offering, the Company will indemnify such underwriters and their directors, officers and each Person, if any, who controls such underwriters (within the meaning of the Securities Act) to the same extent as indemnification is provided to the Investors.

Indemnity by Company. Without limitation Company will indemnify, defend and hold Provider, its Affiliates and their officers, directors, employees, agents, successors and assigns (each a “Provider Indemnitee”) harmless from and against any and all Losses incurred by any Provider Indemnitee arising from or in connection with: (a) any Claims arising out of or in connection with (i) any failure by Company to obtain any Required Consent for which Company retains responsibility, and (ii) any breach by Company or any of its contractors of any software license, hardware lease, Managed Agreement or other indemnity resource contract for which Company retains responsibility pursuant to this Agreement, except to the extent such breach was caused by Provider, its Affiliates or their subcontractors; (b) any Claims arising out of or relating to personal injuries, death or damage to tangible personal or real property of third parties including employees of Company caused by the negligence or willful misconduct of Company or its employees; provided to SCGthat Company will have no obligation, under this subsection (b), to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) same arise out of or in connection with the negligence or willful misconduct of Provider, its Affiliates or subcontractors; (c) any Claims for Taxes, customs, fees, duties and tariffs, interest and penalties assessed or claimed against Provider which are based upon obligations of Company under this Agreement; (d) any Claim arising out of, or in connection with an act or omission of Company in its capacity as an employer and arising out of or relating to (i) Federal, state or other Laws or other regulations for the protection of persons who are members of a protected class or category of persons, or (ii) sexual discrimination or harassment; (e) any Claims for penalties, interest and other charges imposed by a taxing authority (but excluding the actual Withholding Taxes for which Provider is liable under the terms of this Agreement) arising out of or resulting from Company’s or any Company member’s failure to remit, or negligence in collecting, Withholding Taxes for which Provider is liable under this Agreement, including without limitation, the failure to file Tax returns or the filing of incomplete Tax returns, which Company or any member of the following statementsCompany was required to file under applicable law; (f) any Claims and all actual out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by Provider or a Provider Affiliate attributable to any Company act or failure to act with respect to Company’s management of the Covered Services (as described in Section 13.5 of this Agreement); (g) any Claims and all actual out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by Provider or a Provider Affiliate attributable to any Company act or failure to act with respect to Company’s exercise of its rights under Section 2.1(e) and 2.2(b) of the Technology Governance Schedule; (h) any Claims resulting from Company’s failure to comply with Laws (excluding data privacy laws, omissions intellectual property laws and laws regarding employment, labor or violations (collectively a "Violation"): employee benefits) relating to its obligations under this Agreement, except to the extent such failure was caused by Provider, its Affiliates or their subcontractors; and (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) Claims resulting from Company’s failure to comply with the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light applicable data privacy laws of the circumstances U.S., Canada, the European Union, Australia, Japan, Argentina, Chile, South Korea, Taiwan, Brazil, Mexico and Hong Kong, to the extent Company has responsibility under which they were madesuch laws, not misleadingexcept to the extent such failure was caused by Provider, its Affiliates or (iii) any violation or alleged violation by the Company their subcontractors. Company’s infringement indemnification obligations under this Agreement are as set forth in Article VI of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, Technology License Agreement and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action affected by the provisions of this Agreement. Such infringement indemnification obligations are subject to the extent that it arises out limitations of or is based upon a Violation that occurs liability set forth in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereofthe Technology License Agreement.

Indemnity by Company. Without limitation of any other indemnity provided to SCG, to To the extent permitted by law, the Company will shall indemnify and hold harmless SCG the Investor, their respective Affiliates and its their respective officers, directors directors, partners and members (each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Actan "Indemnified Party"), from and against any lossesand all Damages, claims, damages, liabilities and shall reimburse the Indemnified Parties for all reasonable out-of-pocket expenses (including the reasonable fees and expenses (joint or several) of legal counsel), in each case promptly as incurred by such Indemnified Party and to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise extent arising out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): in connection with: (i) any untrue statement misrepresentation, omission of fact or alleged untrue statement breach of a material fact any of the Company's representations or warranties contained in any registration statement (including any preliminary prospectus of the Transaction Documents, the annexes, schedules or final prospectus contained therein exhibits thereto or any amendments instrument, agreement or supplements certificate entered into or delivered by the Company pursuant hereto or thereto), ; or (ii) any failure by the omission Company to perform in any material respect any of its covenants, agreements, undertakings or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, obligations set forth in light any of the circumstances under which they were madeTransaction Documents, not misleadingthe annexes, schedules or exhibits thereto or any instrument, agreement or certificate entered into or delivered by the Company pursuant hereto or thereto; or (iii) any violation action instituted against the Investor, or alleged violation any of them, by any stockholder of the Company who is not an Affiliate of the Investor, with respect to any of the transactions contemplated by the Company Transaction Documents. provided, however, that the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; providedaction if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), however, and that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that statement, omission, or violation which occurs in reliance upon and in conformity with written information furnished in a certificate expressly for use in connection with such registration by SCG or any officersuch Investor, director underwriter or controlling person thereofperson.

Indemnity by Company. Without limitation of any other indemnity provided to SCGExcept for claims, actions or demands arising from a Bad Act, the Company shall indemnify the Manager (and Affiliates thereof) to the fullest extent permitted by law, the Company will indemnify and shall defend, save, and hold them harmless SCG from and its officersin respect of, directors and each Personall fees, if anycosts, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint including attorneys’ fees) incurred in connection with or severalresulting from any claim, action, or demand arising out of or in any way relating to the Company or its properties, including amounts paid in settlement or compromise (if recommended by the Company’s counsel) to which they may become subject under the Securities Actof any such claim, the Exchange Act action, or other federal or state lawdemand and all fees, insofar as such lossescosts, claims, damages, liabilities and expenses (including attorneys’ fees) in connection therewith. The termination of any action, suit or actions proceeding by judgment, order, settlement or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that any Person committed a Bad Act. In addition to the indemnification conferred in respect this Section 5.5, the Manager (and Affiliates thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required shall also be entitled to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingreimbursed for, or (iii) any violation or alleged violation to have paid directly by the Company of the Securities ActCompany, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such lossproceeding against the Manager or such Officer (and Affiliates thereof) in advance of its final disposition, claimto the fullest extent permitted by law, damageas the same exists or may hereafter be amended. The right to indemnification conferred in this Section 5.5 is a contract right. The Company may, liabilityby action of the Manager, expense or action; providedprovide indemnification to such of the Officers, however, that employees and agents of the Company to such extent and to such effect as determined to be appropriate by the Manager and authorized under the Act, as the same exists or may hereafter be amended. The rights and authority conferred in this Section 5.5 shall not be liable in exclusive of any such case for other right which the Manager may have or hereafter acquire under any such lossstatute, claimunder any provision of the Certificate of Formation, damageunder this Agreement, liabilityby vote of the Members, expense or action to otherwise. Any repeal or amendment of this Section 5.5 shall not adversely affect any right or protection of the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG Manager or any officer, director Officer (or controlling person Affiliates thereof) existing at the time of such repeal or amendment.