Common use of Indemnity by the Company Clause in Contracts

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless each Underwriter and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise have.

Indemnity by the Company. The If the Company agrees registers any --------------------------- Registrable Securities held by a Holder under the Securities Act pursuant to indemnifySection 1, defend the Company will indemnify and hold harmless BMO, the Holder, and each Underwriter other person, if any, who controls the Holder, and any each underwriter, if any, and each person who controls any Underwriter underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act, and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages or liabilities, damage joint or claim (including several, to which BMO, the reasonable cost of investigation) whichHolder, jointly the underwriter, if any, or severally, any such Underwriter or controlling person persons may incur become subject under the Act, the Exchange Securities Act or otherwise, insofar as such losslosses, expenseclaims, liability, damage damages or claim arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or visual materials used final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such registration, and will reimburse BMO, the Holder and the underwriter, their respective officers, directors and partners, and each person controlling the Holder and the underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, expensedamage, liabilityliability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or claim liability arises out of or is based upon on any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with based upon written information furnished in writing by the Underwriters through the Representatives to the Company expressly by BMO, the Holder or the underwriter specifically for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise havetherein.

Indemnity by the Company. The Without limitation of any other indemnity provided to any Holder, to the extent permitted by law, the Company agrees to indemnify, defend will indemnify and hold harmless each Underwriter Holder, the Affiliates, officers, directors and partners of each Holder, any person underwriter (as defined in the Securities Act), and each Person, if any, who controls any Underwriter such Holder or underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages, damage liabilities and expenses (joint or claim (including the reasonable cost of investigationseveral) which, jointly or severally, any such Underwriter or controlling person to which they may incur become subject under the Securities Act, the Exchange Act or otherwiseany other federal or state law, as and when incurred, insofar as such losslosses, expenseclaims, liabilitydamages, damage liabilities and expenses (or claim arises actions in respect thereof) arise out of or is are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement (including any preliminary Prospectus or final Prospectus contained therein or any amendment), amendments or supplements thereto or any Issuer Free Writing Prospectus that “issuer free writing prospectus” (as defined in Rule 433 under the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the CompanySecurities Act) related thereto), (ivii) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state therein a material fact required to be stated in any such Registration Statement, therein or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, misleading or (viiiii) any untrue statement other violation or alleged untrue statement violation by the Company of the Securities Act, the Exchange Act, any material fact contained in state securities law or any audio rule or visual materials used regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse each such Holder, Affiliate, officer, director, partner, underwriter or controlling person for any reasonable legal or other expenses incurred by them in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as investigating or defending any such loss, expenseclaim, damage, liability, damage expense or claim action; provided, however, that the Company shall not be liable to any Holder 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 any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained Violation which occurs (A) in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in the Offering registration statement or the Shelf Registration Statement or Prospectus by any such Holder or any officer, director, partner or controlling person thereof or (B) by such Holder’s failure to deliver a copy of the Offering registration statement or the Shelf Registration Statement, Statement or Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which amendments or supplements thereto after the Company may otherwise havehas furnished such Holder with a sufficient number of copies of the same.

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless each Underwriter and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectusPreliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Permitted Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise have.

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless each the Underwriter and any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each the Underwriter from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such the Underwriter or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives Underwriter to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise have.

Indemnity by the Company. The Company agrees to indemnify, defend shall (i) indemnify and hold harmless each Underwriter Purchaser and any each person who controls any Underwriter such Purchaser, within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act, and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages or liabilities ("Losses"), damage or claim (including the reasonable cost of investigation) whichto which each such indemnified party may become subject, jointly or severally, any such Underwriter or controlling person may incur under the Act, the Exchange Securities Act or otherwise, insofar as such loss, expense, liability, damage Losses (or claim arises actions in respect thereof) arise out of or is are based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any audio supplements or visual materials amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in connection with respect thereof) arise out of or are based upon the marketing of omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the Shares, including, without limitation, slides, videos, films and tape recordings; except, statements made therein (in the case of (iiia prospectus, in the light of the circumstances under which they were made), (v) not misleading, and (viii) above only, insofar as reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such lossLosses or actions, expenseincluding any amounts paid in settlement of any litigation, liabilitycommenced or threatened, damage or claim arises if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained made in any Registration Document in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company by or on behalf of any Purchaser expressly for use in such the preparation of the Registration StatementDocument; and provided, Prospectus or Application. The further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement set forth in this Section 5.1 shall be in addition 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any liability shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company may otherwise havehas previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. The Company agrees to indemnify, defend shall (i) indemnify and hold harmless the Purchasers and each Underwriter and any person who controls any Underwriter the Purchasers, within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act, and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages or liabilities ("Losses"), damage or claim (including the reasonable cost of investigation) whichto which each such indemnified party may become subject, jointly or severally, any such Underwriter or controlling person may incur under the Act, the Exchange Securities Act or otherwise, insofar as such loss, expense, liability, damage Losses (or claim arises actions in respect thereof) arise out of or is are based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any audio supplements or visual materials amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in connection with respect thereof) arise out of or are based upon the marketing of omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the Shares, including, without limitation, slides, videos, films and tape recordings; except, statements made therein (in the case of (iiia prospectus, in the light of the circumstances under which they were made), (v) not misleading, and (viii) above only, insofar as reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such lossLosses or actions, expenseincluding any amounts paid in settlement of any litigation, liabilitycommenced or threatened, damage or claim arises if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained made in any Registration Document in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company by or on behalf of any Purchasers expressly for use in such the preparation of the Registration StatementDocument; and provided, Prospectus or Application. The further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement set forth in this Section 5.1 shall be in addition 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any liability shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company may otherwise havehas previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless each Underwriter Purchaser and any person each person, if any, who controls any Underwriter Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any loss, expense, liability, damage liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter Purchaser or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage liability or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any amendment), any Issuer Free Writing Prospectus that the Company has filed post-effective amendment thereof) or was required to file with the Commission or is otherwise required to retain, or in the Prospectus (the term Prospectus "Prospectus" for the purpose of this Section 5 being 8 shall be deemed to include any preliminary prospectus, the Prospectus and prospectus included in the Registration Statement at the time it became effective, the Prospectus, the Prospectus as amended or supplemented and any document incorporated by the Companyreference therein pursuant to Item 12 of Form S-3), (iv) any application or other document, arises out of or any amendment or supplement thereto, executed by the Company or is based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any either such Registration Statement, Statement or such Prospectus or necessary to make the statements made therein in such Registration Statement not misleading, (vi) any omission misleading or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made thereinin such Prospectus, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, except insofar as any such loss, expense, liability, damage liability or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly through you for use in such Registration Statement, Statement or in such Prospectus or Applicationarises out of or is based upon any alleged omission from information furnished in writing to the Company on behalf of any Purchaser through you to state a material fact in connection with such information required to be stated therein or necessary to make such information when used in such Registration Statement not misleading, or necessary to make such information when used in such Prospectus, in the light of the circumstances under which it was used, not misleading. The Company's agreement to indemnify or reimburse any such Purchaser or person with respect to any such loss, expense, liability or claim is expressly conditioned upon its being notified of the action in connection therewith brought against such Purchaser or person by letter or telegram addressed to the Company within ten days after the summons or other first legal process which discloses the nature of the liability or claim shall have been personally served upon such Purchaser or person (or after he shall have received notice of such service upon any agent designated by him) but failure so to notify the Company shall not relieve the Company from any liability which it may have to such Purchaser or person otherwise than on account of the indemnity agreement set forth contained in this Section 5.1 8. The Company shall be entitled to assume the investigation of any liability or claim or the defense of any suit brought to enforce any such liability or claim and the Purchaser or person against whom such suit is brought shall be entitled to participate in such investigation and defense. If the Company assumes the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by the Company and satisfactory to such Purchaser or person, and in such case such Purchaser or person shall bear the expense of his investigation and the fees and expenses of any additional counsel retained by him, except those incurred after notifying the Company of such claim and prior to being advised by the Company of its intention to assume such investigation or defense. If the Company does not assume the investigation of any such claim or the defense of any such suit, or if the Company shall agree in writing to pay such fees and expenses, or if such Purchaser or person shall reasonably conclude that there may be defenses available to it or them which are different from or in addition to any liability which those available to the Company, the Company may otherwise havewill reimburse such Purchaser or person for the reasonable fees and expenses of any counsel retained by him; provided, however, that in such event the Company shall be entitled, at its own expense, to participate in the investigation or defense. The Company's indemnity agreement contained in this Section 8 and its warranties and representations in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser or controlling person, and shall survive any termination of this Agreement or the issue and delivery of the New Securities. The Company agrees promptly to notify the Purchasers of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issue and sale of the New Securities, or such Registration Statement or Prospectus.

Indemnity by the Company. The Subject to the conditions set ------------------------ forth below, the Company agrees to indemnify, defend indemnify and hold harmless each Underwriter Eligible Holder, its officers, directors, partners, employees, agents and any person counsel, and each person, if any, who controls any Underwriter such person within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any and all loss, expense, liability, damage or claim (including the reasonable cost of investigation) whichcharge, jointly or severally, any such Underwriter or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liabilityclaim, damage and expense whatsoever (which shall include, for all purposes of this Article VII, without limitation, attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim arises out of or is based upon (i) whatsoever, and any breach and all amounts paid in settlement of any representationclaim or litigation), warranty as and when incurred, arising out of, based upon, or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply in connection with any applicable lawuntrue statement, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained (a) in the Registration Statement any registration statement, preliminary prospectus or final prospectus (or any amendmentas from time to time amended and supplemented), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, relating to the sale of any of the Warrant Shares, or (b) in any application or other document or communication (in this Article VII collectively called an "application") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Warrant Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association exchange; or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, therein or necessary to make the statements made therein not misleading, (vi) unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Company, with respect to such Eligible Holder by or on behalf of such person expressly for inclusion in any omission registration statement, preliminary prospectus, or alleged omission from any such Prospectus final prospectus, or any Application amendment or supplement thereto, or in any application, as the case may be; provided, -------- however, that the foregoing indemnity with respect to any preliminary -------- prospectus would not inure to the benefit of any Eligible Holder if the Eligible Holder failed to send or give a material fact necessary to make the statements made therein, in the light copy of the circumstances under which they were made, not misleading, (vii) any untrue statement final prospectus to the person asserting such claim at or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with prior to the marketing written confirmation of the Shares, including, without limitation, slides, videos, films sale to such person and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon final prospectus did not contain any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives giving rise to the Company expressly for use in such Registration Statement, Prospectus or Applicationclaim. The indemnity foregoing agreement set forth in this Section 5.1 to indemnify shall be in addition to any liability which the Company may otherwise have, including liabilities arising under this Warrant Agreement. If any action is brought against any Eligible Holder or any of its officers, directors, partners, employees, agents or counsel, or any controlling persons of such person (an "indemnified party") in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the institution of such action (but the failure so to notify shall not relieve the Company from any liability other than pursuant to this Section 7.01) and the Company shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such indemnified party or parties) and payment of expenses. Such indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Company shall not have promptly employed counsel reasonably satisfactory to such indemnified party or parties to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded, based on advice of counsel, that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. Anything in this Article VII to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of each indemnified party that is not released as described in this sentence, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, in respect of which indemnity may be sought hereunder (whether or not any indemnified party is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from all liability in respect of such action. The Company agrees promptly to notify the Eligible Holders of the commencement of any litigation or proceeding against the Company or any of its officers or directors in connection with the sale of any Warrant Shares or any preliminary prospectus, prospectus, registration statement or amendment or supplement thereto, or any application relating to any sale of any Warrant Shares.

Indemnity by the Company. The If the Company agrees registers any Restricted Securities under the Securities Act pursuant to indemnifySection 4, defend the Company will indemnify and hold harmless the Holders of such Restricted Securities thereunder, each Underwriter underwriter of such Restricted Securities thereunder and any person each other person, if any, who controls any Underwriter Holder or underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act, and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages or liabilities, damage joint or claim (including the reasonable cost of investigation) whichseveral, jointly or severallyto which such Holders, any such Underwriter underwriter or controlling person persons may incur become subject under the Act, the Exchange Securities Act or otherwise, insofar as such losslosses, expenseclaims, liability, damage damages or claim arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio registration statement under which such Restricted Securities were registered under the Securities Act, any preliminary prospectus or visual materials used final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and will reimburse the marketing Holders, each of their respective officers, directors and partners, and each person controlling any of the SharesHolders, including, without limitation, slides, videos, films each such underwriter and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, expensedamage, liabilityliability or action, provided that the Company will not be liable in any such case to any Holder to the extent that any such claim, loss, damage or claim liability arises out of or is based upon on any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with based upon written information furnished in writing by the Underwriters through the Representatives to the Company expressly or to an underwriter by an instrument duly executed by such Holder specifically for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise havetherein.

Indemnity by the Company. The If the Company agrees registers any Restricted Securities held by the Holder under the Securities Act pursuant to indemnifySection 4 or Section 5, defend the Company will indemnify and hold harmless the Holder, and each Underwriter and any person other person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange ActHolder, and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages or liabilities, damage joint or claim (including several, to which the reasonable cost of investigation) whichHolder, jointly or severally, any such Underwriter or controlling person persons may incur become subject under the Act, the Exchange Securities Act or otherwise, insofar as such losslosses, expenseclaims, liability, damage damages or claim arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio registration statement under which such Restricted Securities were registered under the Securities Act, any preliminary prospectus or visual materials used final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such registration, and will reimburse the Holder, its officers, directors and partners, and each person controlling the Holder, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, expensedamage, liabilityliability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or claim liability arises out of or is based upon on any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with based upon written information furnished in writing by the Underwriters through the Representatives to the Company expressly by an instrument duly executed by the Holder specifically for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise havetherein.

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless each Underwriter Purchaser and any person each person, if any, who controls any Underwriter Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any loss, expense, liability, damage liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter Purchaser or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage liability or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any amendment), any Issuer Free Writing Prospectus that the Company has filed post-effective amendment thereof) or was required to file with the Commission or is otherwise required to retain, or in the Prospectus (the term Prospectus "Prospectus" for the purpose of this Section 5 being 9 shall be deemed to include any preliminary prospectus, the Prospectus and prospectus included in the Registration Statement at the time it became effective, the Prospectus, the Prospectus as amended or supplemented and any document incorporated by the Companyreference therein pursuant to Item 12 of Form S-3), (iv) any application or other document, arises out of or any amendment or supplement thereto, executed by the Company or is based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any either such Registration Statement, Statement or such Prospectus or necessary to make the statements made therein in such Registration Statement not misleading, (vi) any omission misleading or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made thereinin such Prospectus, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, except insofar as any such loss, expense, liability, damage liability or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly through you for use in such Registration Statement, Statement or in such Prospectus or Applicationarises out of or is based upon any alleged omission from information furnished in writing to the Company on behalf of any Purchaser through you to state a material fact in connection with such information required to be stated therein or necessary to make such information when used in such Registration Statement not misleading, or necessary to make such information when used in such Prospectus, in the light of the circumstances under which it was used, not misleading. The Company's agreement to indemnify or reimburse any such Purchaser or person with respect to any such loss, expense, liability or claim is expressly conditioned upon its being notified of the action in connection therewith brought against such Purchaser or person by letter or telegram addressed to the Company within ten days after the summons or other first legal process which discloses the nature of the liability or claim shall have been personally served upon such Purchaser or person (or after he shall have received notice of such service upon any agent designated by him) but failure so to notify the Company shall not relieve the Company from any liability which it may have to such Purchaser or person otherwise than on account of the indemnity agreement set forth contained in this Section 5.1 9. The Company shall be entitled to assume the investigation of any liability or claim or the defense of any suit brought to enforce any such liability or claim and the Purchaser or person against whom such suit is brought shall be entitled to participate in such investigation and defense. If the Company assumes the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by the Company and satisfactory to such Purchaser or person, and in such case such Purchaser or person shall bear the expense of its or such person's investigation and the fees and expenses of any additional counsel retained by such Purchaser or person, except those incurred after notifying the Company of such claim and prior to being advised by the Company of its intention to assume such investigation or defense. If the Company does not assume the investigation of any such claim or the defense of any such suit, or if the Company shall agree in writing to pay such fees and expenses, or if such Purchaser or person shall reasonably conclude that there may be defenses available to it or such person which are different from or in addition to any liability which those available to the Company, the Company may otherwise havewill reimburse such Purchaser or person for the reasonable fees and expenses of any counsel retained by such Purchaser or person; provided, however, that in such event the Company shall be entitled, at its own expense, to participate in the investigation or defense. The Company's indemnity agreement contained in this Section 9 and its warranties and representations in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser or controlling person, and shall survive any termination of this Agreement or the issue and delivery of the Purchased Stock. The Company agrees promptly to notify the Purchasers of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issue and sale of the Purchased Stock, or such Registration Statement or Prospectus.

Indemnity by the Company. The Company agrees to indemnify, defend shall (i) indemnify and hold harmless each Underwriter Designated Holder, any officer, director, employee or agent of, and any each person who controls any Underwriter controls, the Designated Holder, within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act, and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages or liabilities,("Losses"), damage or claim (including the reasonable cost of investigation) whichto which each such indemnified party may become subject, jointly or severally, any such Underwriter or controlling person may incur under the Act, the Exchange Securities Act or otherwise, insofar as such loss, expense, liability, damage Losses (or claim arises actions in respect thereof) arise out of or is are based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any audio supplements or visual materials amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in connection with respect thereof) arise out of or are based upon the marketing of omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the Shares, including, without limitation, slides, videos, films and tape recordings; except, statements made therein (in the case of (iiia prospectus, in the light of the circumstances under which they were made), (v) not misleading, and (viii) above only, insofar as reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such lossLosses or actions, expenseincluding any amounts paid in settlement of any litigation, liabilitycommenced or threatened, damage or claim arises if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained made in any Registration Document in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company by or on behalf of PB expressly for use in such the preparation of the Registration StatementDocument; and provided, Prospectus or Application. The further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement set forth in this Section 5.1 shall be in addition 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any liability shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company may otherwise havehas previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. The Subject to Section 9.1, the last sentence of this Section 9.2 and Section 9.7, the Company hereby agrees to indemnify, defend and hold harmless each Underwriter the Buyer and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective its directors, officers, employees stockholders, agents and agents Affiliates against and in respect of each Underwriter from and against any lossall liabilities, expenseobligations, liabilityjudgments, damage or claim Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, expenses, fees, costs, amounts paid in settlement (including the reasonable cost attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action), arising out of any claim, damages, complaint, demand, cause of action, audit, investigation) which, jointly hearing, action, suit or severally, other proceeding asserted or initiated or otherwise existing in respect of any such Underwriter or controlling person may incur under the Actmatter (collectively, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon "Losses") that result from: (ia) any the breach of any representationrepresentation or warranty made by the Company herein, or resulting from any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant of the Company contained hereinherein or in any agreement or instrument required to be entered into in connection herewith or from any misrepresentation in or omission from any schedule, document, certificate or other instrument required to be furnished by Company; or (iib) any failure on the part of the Company to comply with pay or perform any applicable law, rule Retained Liability; or (c) any failure of the Company to continue COBRA coverage for any employees or regulation relating former employees of the Business to the offering of securities being made pursuant extent such failure would require Buyer to offer and provide such coverage for employees or former employees other than Transferred Employees. In the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus event that the Company has filed or was required is obliged to file with indemnify the Commission or is otherwise required to retain, or the Prospectus Buyer under both subsection (the term Prospectus for the purpose a) and subsection (b) of this Section 5 being deemed to include any preliminary prospectus9.2, the Prospectus Company's obligations under subsection (b) shall be controlling and the Prospectus as amended or supplemented by limitations provided in Section 9.1 hereof relating to their obligations in respect of Losses resulting from the Company), (iv) inaccuracy of any application or other documentrepresentation and warranty, or any amendment misrepresentation, breach of warranty or supplement theretononfulfillment of an agreement or covenant as described in Section 9.2(a), executed by shall not apply. The Buyer shall provide the Company written notice for any claim made in respect of the indemnification provided in this Section 9.2, whether or based upon written information furnished not arising out of a claim by or a third party. In no event shall the Company be obligated to indemnify the Buyer until the aggregate of the Buyer's Losses exceeds $100,000 (and then only for any amounts in excess of $50,000), nor shall Company be obligated for amounts in excess of $1,700,000 for all indemnification claims in the aggregate; provided; however; that such limitation on behalf liability shall not apply to any failure of the Company filed with to perform or satisfy the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise haveRetained Liabilities.

Indemnity by the Company. The Subject to the conditions set forth below, the Company agrees to indemnify, defend indemnify and hold harmless each Underwriter Eligible Holder, its officers, directors, partners, employees, agents and any person counsel, and each person, if any, who controls any Underwriter such person within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any and all loss, expense, liability, damage or claim (including the reasonable cost of investigation) whichcharge, jointly or severally, any such Underwriter or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liabilityclaim, damage and expense whatsoever (which shall include, for all purposes of this Article VII, without limitation, attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim arises whatsoever, and any and all amounts paid in settlement of any claim or litigation), as and when incurred, arising out of of, based upon, or is based upon in connection with (i) any breach of any representationuntrue statement, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statement any registration statement, preliminary prospectus or final prospectus (or any amendmentas from time to time amended and supplemented), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, relating to the sale of any of the Warrant Shares, or (B) in any application or other document or communication (in this Article VII collectively called an "application") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Warrant shares under the securities or blue sky laws thereof or filed with the Commission or any securities association exchange; or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, therein or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any unless such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained was made in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company Company, with respect to such Eligible Holder by or on behalf of such person expressly for use inclusion in such Registration Statementany registration statement, Prospectus preliminary prospectus, or Applicationfinal prospectus, or any amendment or supplement thereto, or in any application, as the case may be, or (ii) any breach of any representation, warranty, covenant or agreement of the Company contained in the Warrant Agreement. The indemnity foregoing agreement set forth in this Section 5.1 to indemnify shall be in addition to any liability which the Company may otherwise have, including liabilities arising under this Warrant Agreement. If any action is brought against any Eligible Holder or any of its officers, directors, partners, employees, agents or counsel, or any controlling persons of such person (an "indemnified party") in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the institution of such action (but the failure so to notify shall not relieve the Company from any liability other than pursuant to this Section 7.01) and the Company shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such indemnified party or parties) and payment of expenses. Such indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Company shall have promptly employed counsel reasonably satisfactory to such indemnified party or parties to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company, and the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. Anything in this Article VII to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of each indemnified party that is not released as described in this sentence, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, in respect of which indemnity may be sought hereunder (whether or not any indemnified party is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from all liability in respect of such action. The Company agrees promptly to notify the Eligible Holders of the commencement of any litigation or proceeding against the Company or any of its officers or directors in connection with the sale of any Warrant Shares or any preliminary prospectus, prospectus, registration statement or amendment or supplement thereto, or any application relating to any sale of any Warrant Shares.

Indemnity by the Company. The If the Company agrees registers any --------------------------- Registrable Securities held by a Holder under the Securities Act pursuant to indemnifySection 1, defend the Company will indemnify and hold harmless BMO and its affiliates, the Holder, and each Underwriter other person, if any, who controls the Holder, and any each underwriter, if any, and each person who controls any Underwriter underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act, and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages or liabilities, damage joint or claim (including several, to which BMO and its affiliates, the reasonable cost of investigation) whichHolder, jointly the underwriter, if any, or severally, any such Underwriter or controlling person persons may incur become subject under the Act, the Exchange Securities Act or otherwise, insofar as such losslosses, expenseclaims, liability, damage damages or claim arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or visual materials used final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such registration, and will reimburse BMO and its affiliates, the Holder and the underwriter, their respective officers, directors and partners, and each person controlling the Holder and the underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, expensedamage, liabilityliability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or claim liability arises out of or is based upon on any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with based upon written information furnished in writing by the Underwriters through the Representatives to the Company expressly by BMO and its affiliates, the Holder or the underwriter specifically for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise havetherein.

Indemnity by the Company. The Without limitation of any other indemnity provided to any Holder, to the extent permitted by law, the Company agrees to indemnify, defend will indemnify and hold harmless each Underwriter Holder, the Affiliates, officers, directors and partners of each Holder, any person underwriter (as defined in the Securities Act), and each Person, if any, who controls any Underwriter such Holder or underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages, damage liabilities and expenses (joint or claim (including the reasonable cost of investigationseveral) which, jointly or severally, any such Underwriter or controlling person to which they may incur become subject under the Securities Act, the Exchange Act or otherwiseany other federal or state law, as and when incurred, insofar as such losslosses, expenseclaims, liabilitydamages, damage liabilities and expenses (or claim arises actions in respect thereof) arise out of or is are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement (including any preliminary Prospectus or final Prospectus contained therein or any amendment), amendments or supplements thereto or any Issuer Free Writing Prospectus that “issuer free writing prospectus” (as defined in Rule 433 under the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the CompanySecurities Act) related thereto), (ivii) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state therein a material fact required to be stated in any such Registration Statement, therein or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, misleading or (viiiii) any untrue statement other violation or alleged untrue statement violation by the Company of the Securities Act, the Exchange Act, any material fact contained in state securities law or any audio rule or visual materials used regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse each such Holder, Affiliate, officer, director, partner, underwriter or controlling person for any reasonable legal or other expenses incurred by them in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as investigating or defending any such loss, expenseclaim, damage, liability, damage expense or claim action; provided, however, that the Company shall not be liable to any Holder 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 any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained Violation which occurs (A) in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in the Shelf Registration Statement or Prospectus by any such Holder or any officer, director, partner or controlling person thereof or (B) by such Holder’s failure to deliver a copy of the Shelf Registration Statement, Statement or Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which amendments or supplements thereto after the Company may otherwise havehas furnished such Holder with a sufficient number of copies of the same.

Indemnity by the Company. The Company agrees to indemnify, defend shall (i) indemnify and hold harmless each Underwriter Shareholder and any each person who controls any Underwriter such Shareholder, within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act, and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages or liabilities ("Losses"), damage or claim (including the reasonable cost of investigation) whichto which each such indemnified party may become subject, jointly or severally, any such Underwriter or controlling person may incur under the Act, the Exchange Securities Act or otherwise, insofar as such loss, expense, liability, damage Losses (or claim arises actions in respect thereof) arise out of or is are based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any audio supplements or visual materials amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in connection with respect thereof) arise out of or are based upon the marketing of omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the Shares, including, without limitation, slides, videos, films and tape recordings; except, statements made therein (in the case of (iiia prospectus, in the light of the circumstances under which they were made), (v) not misleading, and (viii) above only, insofar as reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such lossLosses or actions, expenseincluding any amounts paid in settlement of any litigation, liabilitycommenced or threatened, damage or claim arises if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained made in any Registration Document in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company by or on behalf of any Shareholder expressly for use in such the preparation of the Registration StatementDocument; and provided, Prospectus or Application. The further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement set forth in this Section 5.1 shall be in addition 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any liability shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company may otherwise havehas previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless each Underwriter Purchaser and any person each person, if any, who controls any Underwriter Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any loss, expense, liability, damage liability or claim (including the reasonable cost of investigationinvestigation and reasonable legal and other expenses) which, jointly or severally, any such Underwriter Purchaser or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage liability or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any amendment), any Issuer Free Writing Prospectus that the Company has filed post-effective amendment thereof) or was required to file with the Commission or is otherwise required to retain, or in the Prospectus (the term Prospectus "Prospectus" for the purpose of this Section 5 being 9 shall be deemed to include any preliminary prospectus, the Prospectus and prospectus included in the Registration Statement at the time it became effective, the Prospectus, the Prospectus as amended or supplemented and any document incorporated by the Companyreference therein pursuant to Item 12 of Form S-3), (iv) any application or other document, arises out of or any amendment or supplement thereto, executed by the Company or is based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any either such Registration Statement, Statement or such Prospectus or necessary to make the statements made therein in such Registration Statement not misleading, (vi) any omission misleading or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made thereinin such Prospectus, in the light of the circumstances under which they were made, not misleading, (vii) unless such alleged untrue statement or omission was made in conformity with written information given the Company by the Purchaser through the Representative expressly for use therein or arises out of any statement or omission in the Statement of Eligibility of the Trustee under the Indenture, provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or in the Prospectus included in the Registration Statement at the time it became effective, the indemnity agreement contained in this paragraph shall not inure to the benefit of any material fact contained in Purchaser (or of any audio person controlling such Purchaser) on account of any such loss, claim, damage or visual materials used in connection with liability arising from the marketing sale of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in New Bonds to any person unless a copy of the case of Prospectus (iiiexcluding any documents incorporated by reference therein), (v) and (vi) above onlyas then supplemented or amended, insofar as shall have been given or sent to such person by or on behalf of such Purchaser with or prior to the written confirmation of such sale. The Company's agreement to indemnify or reimburse any such Purchaser or person with respect to any such loss, expense, liability, damage liability or claim arises out is expressly conditioned upon its being notified of the action in connection therewith brought against such Purchaser or is based upon any untrue statement person by letter or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives telegram addressed to the Company expressly for use in within ten days after the summons or other first legal process which discloses the nature of the liability or claim shall have been personally served upon such Registration Statement, Prospectus Purchaser or Application. The person (or after he shall have received notice of such service upon any agent designated by him) but failure so to notify the Company shall not relieve the Company from any liability which it may have to such Purchaser or person otherwise than on account of the indemnity agreement set forth contained in this Section 5.1 9. The Company shall be entitled to assume the investigation of any liability or claim or the defense of any suit brought to enforce any such liability or claim and the Purchaser or person against whom such suit is brought shall be entitled to participate in such investigation and defense. If the Company assumes the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by the Company and satisfactory to such Purchaser or person, and in such case such Purchaser or person shall bear the expense of his investigation and the fees and expenses of any additional counsel retained by him, except those incurred after notifying the Company of such claim and prior to being advised by the Company of its intention to assume such investigation or defense. If the Company does not assume the investigation of any such claim or the defense of any such suit, or if the Company shall agree in writing to pay such fees and expenses or if such Purchaser or person shall reasonably conclude that there may be defenses available to it or them which are different from or in addition to any liability which those available to the Company, the Company may otherwise havewill reimburse such Purchaser or person for the reasonable fees and expenses of any counsel retained by him; provided however, that in such event the Company shall be entitled, at its own expense, to participate in the investigation or defense. The Company's indemnity agreement contained in this Section 9 and its warranties and representations in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser or controlling person, and shall survive any termination of this Agreement or the issuance and delivery of the New Bonds. The Company agrees promptly to notify the Purchasers of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issuance and sale of the New Bonds, or such Registration Statement or Prospectus.

Indemnity by the Company. The Company covenants and agrees to indemnify, defend that it will indemnify and hold harmless each Underwriter and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange ActPurchaser, and the respective directorsits members, managers, shareholders, partners, officers, employees directors, employees, affiliates and agents of each Underwriter and their respective successors and assigns (collectively the "INDEMNITEES"), from and after the date of this Agreement, against any lossand all losses, expensedamages, liabilityassessments, damage or claim fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including the specifically, but without limitation, reasonable cost attorneys' fees and expenses of investigation) whichand expenditures, jointly or severallyincluding, without limitation, any such Underwriter "Environmental Site Losses" (as defined below) identified by an Indemnitee in a Claims Notice (as defined below) or controlling person may incur under asserted by an Indemnitee in litigation commenced against the ActCompany, with respect to each of the following contingencies (all, the Exchange Act or otherwise"INDEMNITY EVENTS"): (a) Any misrepresentation, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (i) any breach of warranty, or nonfulfillment of any representation, warranty agreement or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectusterms of this Agreement or any misrepresentation in or omission from any Exhibit, (iii) Schedule, list, certificate, or other instrument furnished or to be furnished by the Company to any untrue statement or alleged untrue statement Purchaser pursuant to the terms of this Agreement, regardless of whether, in the case of a material fact contained in breach of a representation or a warranty, a Purchaser relied on the Registration Statement truth of such representation or warranty or had any knowledge of any breach thereof. (b) The design, development, construction or operation of, or transportation of waste materials for treatment or disposal at, any Facility or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retainother "Environmental Site" as hereinafter defined, or the Prospectus (the term Prospectus for the purpose installation or operation of an underground storage tank at a Facility or Environmental Site. As used in this Section 5 being deemed to include Agreement, "ENVIRONMENTAL SITE" shall mean any preliminary prospectusFacility, the Prospectus any underground storage tank and the Prospectus as amended any other waste storage, processing, treatment or supplemented by the Company)disposal facility, (iv) and any application or other document, business site or any amendment other real property, owned, leased, controlled or supplement thereto, executed operated by the Company or based upon written information furnished by or on behalf any predecessor thereof, provided however, as to activities of such predecessors, only to the extent that the Company filed with the Commission or had knowledge of such activities. As used in this Agreement, "ENVIRONMENTAL SITE LOSSES" shall mean any securities association or securities exchange and all losses, damages (each an “Application”including exemplary damages and penalties), liabilities, claims, deficiencies, costs, expenses, and expenditures (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slidesexpenses in connection with site evaluations, videos, films risk assessments and tape recordings; except, in the case of (iii), (vfeasibility studies) and (vi) above only, insofar as any such loss, expense, liability, damage or claim arises arising out of or required by an interim or final judicial or administrative decree, judgment, injunction, mandate, interim or final permit condition or restriction, cease and desist order, abatement order, compliance order, consent order, clean-up order, exhumation order, reclamation order or any other remedial action that is based upon required to be undertaken under federal, state or local law in respect of operating activities on or affecting any untrue statement Facility, any underground storage tank at a Facility or Environmental Site or any other Environmental Site, including, but not limited to (x) any actual or alleged untrue statement violation of any law or omission regulation respecting the protection of the environment, including, but not limited to, RCRA or any other Environmental Law and (y) any remedies or violations, whether by a private or public action, alleged omission or sought to be assessed as a consequence, directly or indirectly, of any Release of Hazardous Materials from any Facility, any underground storage tank at a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement, Prospectus Facility or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to Environmental Site or any liability which the Company may otherwise have.other Environmental

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless each Underwriter Purchaser and any person each person, if any, who controls any Underwriter Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any loss, expense, liability, damage liability or claim (including the reasonable cost of investigationinvestigation and reasonable legal and other expenses) which, jointly or severally, any such Underwriter Purchaser or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage liability or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any amendment), any Issuer Free Writing Prospectus that the Company has filed post-effective amendment thereof) or was required to file with the Commission or is otherwise required to retain, or in the Prospectus (the term Prospectus "Prospectus" for the purpose of this Section 5 being 9 shall be deemed to include any preliminary prospectus, the Prospectus and prospectus included in the Registration Statement at the time it became effective, the Prospectus, the Prospectus as amended or supplemented and any document incorporated by the Companyreference therein pursuant to Item 12 of Form S-3), (iv) any application or other document, arises out of or any amendment or supplement thereto, executed by the Company or is based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any either such Registration Statement, Statement or such Prospectus or necessary to make the statements made therein in such Registration Statement not misleading, (vi) any omission misleading or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made thereinin such Prospectus, in the light of the circumstances under which they were made, not misleading, (vii) unless such alleged untrue statement or omission was made in conformity with written information given the Company by the Purchaser through the Representative expressly for use therein or arises out of any statement or omission in the Statement of Eligibility of the Trustee under the Indenture, provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or in the Prospectus included in the Registration Statement at the time it became effective, the indemnity agreement contained in this paragraph shall not inure to the benefit of any material fact contained in Purchaser (or of any audio person controlling such Purchaser) on account of any such loss, claim, damage or visual materials used in connection with liability arising from the marketing sale of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in New Securities to any person unless a copy of the case of Prospectus (iiiexcluding any documents incorporated by reference therein), (v) and (vi) above onlyas then supplemented or amended, insofar as shall have been given or sent to such person by or on behalf of such Purchaser with or prior to the written confirmation of such sale. Each Purchaser or person shall promptly notify the Company of any such loss, expense, liability, damage liability or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives but failure so to notify the Company expressly for use in shall not relieve the Company from any liability which it may have to such Registration Statement, Prospectus Purchaser or Application. The person otherwise than on account of the indemnity agreement set forth contained in this Section 5.1 9. The Company shall be entitled to assume the investigation of any liability or claim or the defense of any suit brought to enforce any such liability or claim and the Purchaser or person against whom such suit is brought shall be entitled to participate in such investigation and defense. If the Company assumes the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by the Company and satisfactory to such Purchaser or person, and in such case such Purchaser or person shall bear the expense of his investigation and the fees and expenses of any additional counsel retained by him, except (i) those incurred after notifying the Company of such claim and prior to being advised by the Company of its intention to assume such investigation or defense or (ii) if the Company shall not have employed counsel reasonably satisfactory to the Purchasers within a reasonable time after notice of the institution of such claim or liability or suit. If the Company does not assume the investigation of any such claim or the defense of any such suit, or if the Company shall agree in writing to pay such fees and expenses or if such Purchaser or person shall reasonably conclude that there may be defenses available to it or them which are different from or in addition to any liability which those available to the Company, the Company may otherwise havewill reimburse such Purchaser or person for the reasonable fees and expenses of any counsel retained by him; provided however, that in such event the Company shall be entitled, at its own expense, to participate in the investigation or defense. The Company's indemnity agreement contained in this Section 9 and its warranties and representations in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser or controlling person, and shall survive any termination of this Agreement or the issuance and delivery of the New Securities. The Company agrees promptly to notify the Purchasers of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issuance and sale of the New Securities, or such Registration Statement or Prospectus.

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless each Underwriter Purchaser and any person each person, if any, who controls any Underwriter Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any loss, expense, liability, damage liability or claim (including the reasonable cost of investigationinvestigation and reasonable legal and other expenses) which, jointly or severally, any such Underwriter Purchaser or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage liability or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any amendment), any Issuer Free Writing Prospectus that the Company has filed post-effective amendment thereof) or was required to file with the Commission or is otherwise required to retain, or in the Prospectus (the term Prospectus "Prospectus" for the purpose of this Section 5 being 9 shall be deemed to include any preliminary prospectus, the Prospectus and prospectus included in the Registration Statement at the time it became effective, the Prospectus, the Prospectus as amended or supplemented and any document incorporated by the Companyreference therein pursuant to Item 12 of Form S-3), (iv) any application or other document, arises out of or any amendment or supplement thereto, executed by the Company or is based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any either such Registration Statement, Statement or such Prospectus or necessary to make the statements made therein in such Registration Statement not misleading, (vi) any omission misleading or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made thereinin such Prospectus, in the light of the circumstances under which they were made, not misleading, (vii) unless such alleged untrue statement or omission was made in conformity with written information given the Company by the Purchaser through the Representative expressly for use therein or arises out of any statement or omission in the Statement of Eligibility of the Trustee under the Indenture, provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or in the Prospectus included in the Registration Statement at the time it became effective, the indemnity agreement contained in this paragraph shall not inure to the benefit of any material fact contained in Purchaser (or of any audio person controlling such Purchaser) on account of any such loss, claim, damage or visual materials used in connection with liability arising from the marketing sale of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in New Bonds to any person unless a copy of the case of Prospectus (iiiexcluding any documents incorporated by reference therein), (v) and (vi) above onlyas then supplemented or amended, insofar as shall have been given or sent to such person by or on behalf of such Purchaser with or prior to the written confirmation of such sale. Each Purchaser or person shall promptly notify the Company of any such loss, expense, liability, damage liability or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives but failure so to notify the Company expressly for use in shall not relieve the Company from any liability which it may have to such Registration Statement, Prospectus Purchaser or Application. The person otherwise than on account of the indemnity agreement set forth contained in this Section 5.1 9. The Company shall be entitled to assume the investigation of any liability or claim or the defense of any suit brought to enforce any such liability or claim and the Purchaser or person against whom such suit is brought shall be entitled to participate in such investigation and defense. If the Company assumes the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by the Company and satisfactory to such Purchaser or person, and in such case such Purchaser or person shall bear the expense of his investigation and the fees and expenses of any additional counsel retained by him, except (i) those incurred after notifying the Company of such claim and prior to being advised by the Company of its intention to assume such investigation or defense or (ii) if the Company shall not have employed counsel reasonably satisfactory to the Purchasers within a reasonable time after notice of the institution of such claim or liability or suit. If the Company does not assume the investigation of any such claim or the defense of any such suit, or if the Company shall agree in writing to pay such fees and expenses or if such Purchaser or person shall reasonably conclude that there may be defenses available to it or them which are different from or in addition to any liability which those available to the Company, the Company may otherwise havewill reimburse such Purchaser or person for the reasonable fees and expenses of any counsel retained by him; provided however, that in such event the Company shall be entitled, at its own expense, to participate in the investigation or defense. The Company's indemnity agreement contained in this Section 9 and its warranties and representations in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser or controlling person, and shall survive any termination of this Agreement or the issuance and delivery of the New Bonds. The Company agrees promptly to notify the Purchasers of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issuance and sale of the New Bonds, or such Registration Statement or Prospectus.

Indemnity by the Company. The If the Company agrees registers any Restricted Securities under the Securities Act pursuant to indemnifySection 4, defend the Company will indemnify and hold harmless the Holders of such Restricted Securities thereunder, each Underwriter underwriter of such Restricted Securities thereunder and any person each other person, if any, who controls any Underwriter Holder or underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act, and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages or liabilities, damage joint or claim (including the reasonable cost of investigation) whichseveral, jointly or severallyto which such Holders, any such Underwriter underwriter or controlling person persons may incur become subject under the Act, the Exchange Securities Act or otherwise, insofar as such losslosses, expenseclaims, liability, damage damages or claim arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio registration statement under which such Restricted Securities were registered under the Securities Act, any preliminary prospectus or visual materials used final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and will reimburse the marketing Holders, each of their respective officers, directors and partners, and each person controlling any of the SharesHolders, including, without limitation, slides, videos, films each such underwriter and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, expensedamage, liabilityliability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or claim liability arises out of or is based upon on any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with based upon written information furnished in writing by the Underwriters through the Representatives to the Company expressly by an instrument duly executed by any of the Holders or underwriter specifically for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise havetherein.

Indemnity by the Company. The If the Company agrees registers any Restricted Securities pursuant to indemnifySection 4, defend the Company will indemnify and hold harmless each Underwriter Holder, and any person each other person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Acteach Holder, and the respective directors, officers, employees and agents of each Underwriter from and against any losslosses, expenseclaims, liabilitydamages or liabilities, damage joint or claim (including the reasonable cost of investigation) whichseveral, jointly to which each Holder, or severally, any such Underwriter or controlling person persons may incur become subject under the Act, the Exchange Securities Act or otherwise, insofar as such losslosses, expenseclaims, liability, damage damages or claim arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement (or alleged untrue statement statement) of a any material fact contained in any registration statement under which such Restricted Securities were registered under the Registration Statement (or any amendment)Securities Act, any Issuer Free Writing Prospectus that the Company has filed preliminary prospectus or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other documentfinal prospectus contained therein, or any amendment or supplement theretothereof, executed by the Company or arise out of or are based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange omission (each an “Application”), (v) any omission or alleged omission omission) to state therein a material fact required to be stated in any such Registration Statement, therein or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application violation by the Company of a material fact necessary any rule or regulation promulgated under the Securities Act or any state securities law applicable to make the statements made therein, in the light Company and relating to action or inaction required of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used Company in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such registration, and will reimburse each Holder, its officers, directors and partners, and each person controlling each Holder, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, expensedamage, liabilityliability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or claim liability arises out of or is based upon on any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with based upon written information furnished in writing by the Underwriters through the Representatives to the Company expressly by an instrument duly executed by each Holder specifically for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise havetherein.

Indemnity by the Company. The Company agrees to indemnify, defend hereby indemnifies and hold holds harmless Dealer and each Underwriter and any person who controls any Underwriter Dealer (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act1993 Xxx) xxainst any and all losses, claims, damages, liabilities and the respective directors, officers, employees and agents of each Underwriter from and against any loss, expense, liability, damage or claim expenses (including the reasonable cost costs of investigationinvestigation and counsel fees) which, jointly or severally, any such Underwriter or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises arising out of or is based upon upon: (i) any breach of any representation, warranty or covenant by the Company of the Company representations, warranties or covenants by it contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule in or regulation relating to the offering of securities being made pursuant to the Prospectus, this Agreement; (iiiii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Offering Materials or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or in any amendment or supplement theretothereto or in any blue sky application or document, executed except for information relating to Dealer furnished in writing by the Company or based upon written information furnished by Dealer, or on behalf of the Company filed its behalf, expressly for use in connection with the Commission Offering Materials or in any securities association amendment or securities exchange supplement thereto or in any blue sky application or document; or (each an “Application”), (viii) any omission or alleged omission to state a in the Offering Materials any material fact required to be stated in any such Registration Statement, therein or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were are made, not misleading, (vii) excepting information relating directly or indirectly to Dealer; provided, however, that the Company shall not be responsible for, no does the Company indemnify or hold harmless Dealer or its controlling persons against, any untrue statement losses, claims, damages, liabilities or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such loss, expense, liability, damage or claim arises expenses arising out of or is based upon resulting from the offer or sale of the Securities to any untrue statement person who was not given, delivered or alleged untrue statement sent a copy of the Offering Materials as appropriate, or omission the failure by dealer to offer and sell the Securities in accordance with the provisions of and applicable rules, regulations and published administrative interpretations under Section 4(2) of the 1933 Act and rules thereunder and the securities or alleged omission blue sky laws of a material fact contained any jurisdiction in and in conformity with information furnished in writing which the Securities are offered or sold by the Underwriters or through the Representatives to the Company expressly for use in such Registration Statement, Prospectus or ApplicationDealer. The This indemnity agreement set forth in this Section 5.1 shall will be in addition to any liability which the Company may otherwise have.