Common use of Purchaser Indemnity Clause in Contracts

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors and employees (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach by the Purchaser or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the The Purchaser shall defend, protect, indemnify and hold harmless the Company Nexus, any underwriter for Nexus and all of its officerseach person, directors and employees (collectivelyif any, the "Indemnitees") who controls Nexus or such underwriter, from and against any and all actionslosses, causes of action, suitsdamages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which Nexus, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, costsdamages, penalties, feesclaims, liabilities and damages(or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) Purchaser’s untrue statements of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) Purchaser’s omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and the Purchaser will reimburse Nexus, any such underwriter and each such controlling person of Nexus or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection therewith (irrespective of whether any with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such Indemnitee is a party loss, claim, damage, liability, action or proceeding; in each case to the action for which indemnification hereunder extent, that such untrue statement or omission is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by contained in any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made information so furnished in writing by the Purchaser to Nexus specifically for inclusion in the Transaction Documents Registration Statement or any other certificate prospectus and that such information was reasonably relied upon by Nexus for use in the Registration Statement, prospectus or document contemplated hereby to the extent that such information related to the Purchaser or therebythe Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, (b) any breach form of prospectus; provided, however, that the indemnity shall not apply to amounts paid in settlement of any covenant, agreement or obligation losses if such settlement is effected without the prior written consent of the Purchaser. In no event shall the liability of the Purchaser contained hereunder be greater in amount than the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause dollar amount of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach net proceeds received by the Purchaser or enforcement upon the sale of the Transaction Documents or any other certificateRegistrable Securities giving rise to such indemnification obligation; and in case that no sale of Registrable Securities occurred, instrument or document contemplated hereby or thereby, and (d) then the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities liability shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To exceed the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each average value of the Indemnified Liabilities which is permissible under applicable lawsecurities within the first three months after the registration.

Purchaser Indemnity. In consideration of the Company's execution (I) Purchaser hereby agrees to indemnify, defend and delivery of this Agreement hold Seller harmless and issuing the Common Shares hereunder its affiliates and respective directors, shareholders, employees and controlling persons harmless from and against, and in addition to all respect of the Purchaser's other obligations under the Transaction Documents, the Purchaser (and shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors and employees on demand reimburse Seller for): (collectively, the "Indemnitees"i) from and against any and all actionsloss, causes liability or damage suffered or incurred by Seller in respect of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses or in connection therewith (irrespective of whether with any such Indemnitee is a party to claim arising under any Policy in connection with the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach by the Purchaser or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, ownership and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking servicing by the Purchaser or its affiliates occurring on or after the Closing Date or relating to the business or activities of the Purchaser; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, legal fees and expense, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. (II) In case a claim shall be made or any action shall be brought against the Seller based upon Section 6(B)(I) of this Agreement and in respect of which indemnity can be sought against the Purchaser pursuant thereto, the Seller shall promptly notify the Purchaser in writing, and the Purchaser shall promptly assume the defense thereof, including the employment of counsel chosen by the Purchaser and approved by the Seller (provided that such approval by the Seller shall not be unreasonably withheld), the payment of all expenses and the right to negotiate and consent to settlement. If the Seller is advised in a written opinion of counsel that there may be unenforceable for any reasonlegal defenses available to it which are adverse to or in conflict with those available to the Purchaser, or that the defense of the Seller should be handled by separate counsel, the Purchaser shall make not have the maximum contribution right to assume the defense of the Seller, but shall be responsible for the fees and expenses of counsel retained by the Seller, and provided also that, if the Purchaser Seller shall have failed to assume the defense of such action or to retain counsel reasonably satisfactory to the payment and satisfaction of each Seller within a reasonable time after notice of the Indemnified Liabilities which is permissible under applicable lawcommencement of such action, the fees and expenses of counsel retained by the Seller. Notwithstanding, and in addition to, any of the foregoing, the Seller shall have the right to employ separate counsel with respect to any such claim or in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Seller unless the employment of such counsel has been specifically authorized, in writing, by the Purchaser. The Purchaser shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Purchaser or if there be a final judgment for the plaintiff in any such action with or without consent, the Purchaser agrees to indemnify and hold harmless the Seller from and against any loss or liability by reason of such settlement or judgment.

Purchaser Indemnity. In consideration of (a) Subject to the Company's execution provisions and delivery limitations of this Agreement and issuing the Common Shares hereunder and in addition Article IX, Purchaser agrees to all of the Purchaser's other obligations under the Transaction Documentsindemnify, the Purchaser shall defend, protect, indemnify defend and hold harmless the Company Seller and all of its officersAffiliates, directors directors, officers and employees (collectively, upon demand harmless for a two year period following the "Indemnitees") Closing Date from and against any and all actionsDamage, causes of actionClaim, suitscost, claimsloss, lossesinterest, costspenalty, penaltiesdeficiency, feesor expense, liabilities and damagesincluding, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought)without limitation, and including all reasonable attorneys', accountants' and other investigatory fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities")out-of-pocket expenses, actually expended or incurred by Seller (which costs shall not include any Indemnitee as a result ofexpenses associated with salaries or overhead related to employees of Seller or its Affiliates) or the Company, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from any breach of representation or warranty (including any misrepresentations in, or omission from, any certificate or other document furnished or to be furnished by Purchaser to Seller hereunder), or nonfulfillment of any covenant or agreement on the executionpart of Purchaser under this Agreement); provided, deliveryfurther, performance however, that Purchaser shall not be obligated to indemnify Seller for any breach of representation, warranty or covenant if notice of the inaccuracy or breach by thereof (without intentional failure to disclose any material facts or circumstances pertaining thereto) giving rise to such right of indemnity shall not have been given to Purchaser prior to the Purchaser or enforcement third anniversary of the Transaction Documents Closing Date. (b) The party seeking indemnification under Section 9.1(a)(the "Indemnified Party") shall give to the party against whom indemnity is sought (the "Indemnifying Party") written notice as promptly as practicable by certified or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability registered mail of any Indemnitee arising solely out Claim with respect to which the Indemnified Party seeks indemnification. The Indemnifying Party shall have twenty (20) Business Days from the date of receipt of such Indemnitee's willful misconduct or fraudulent action(s). To notice in which to assume the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each entire control of the Defense, compromise or settlement (any and all of which are hereinafter referred to as "Defense") of such Claim through its own attorneys and at its own expense. If the Indemnifying Party shall assume such Defense, it shall notify the Indemnified Liabilities which is permissible under applicable law.Party in writing of such assumption within

Purchaser Indemnity. In consideration of (a) After the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition Closing Date, Purchaser agrees to all of the Purchaser's other obligations under the Transaction Documentsindemnify, the Purchaser shall defend, protect, indemnify defend and hold harmless the Company Seller, its Affiliates and all of its officers, their officers and directors and employees (collectively, the "IndemniteesSeller Indemnified Persons") from and harmless against any and all actions, causes Loss suffered as the result of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (ai) any misrepresentation breach by Purchaser of any of its covenants or agreements contained in this Agreement or any Ancillary Agreement, (ii) any inaccuracy in or breach of any representation of the representations or warranty warranties made by the Purchaser herein or in the Transaction Documents any Ancillary Agreement, (iii) any inaccuracy or any other misrepresentation in a certificate or document contemplated hereby or therebyaffidavit delivered by Purchaser at the Closing in accordance with the provisions of this Agreement, (iv) any Balance Sheet Liabilities, (v) any Contract Liabilities, (vi) any Post Effective Date Liabilities, and (vii) except to the extent that Seller has an obligation to indemnify any Purchaser Indemnified Person in accordance with this Section 12 therefor, any Contingent Liabilities. (b) After the First Anniversary, no Seller Indemnified Person shall be entitled to assert any breach right of indemnification under Section 12.3(a)(ii) or (iii) for any covenantLoss suffered by such Seller Indemnified Person, agreement or obligation except that if, as of the Purchaser contained First Anniversary, there shall then be pending any such claim under Section 12.3(a) in writing on or prior to the Transaction Documents or any other certificate or document contemplated hereby or therebyFirst Anniversary, such Seller Indemnified Person shall continue to have the right to be indemnified with respect to such claim. (c) In the event that Purchaser makes any cause of action, suit or payment to a Seller Indemnified Person for indemnification for which such Seller Indemnified Person could have collected on a claim brought or made against such Indemnitee by a third party party, Purchaser shall be entitled to pursue claims and arising out conduct litigation on behalf of such Seller Indemnified Person and any of such Person's successors, to pursue and collect on any indemnification or resulting from other remedy available to such Seller Indemnified Person with respect to such claim and generally to be subrogated to the execution, delivery, performance or breach by the Purchaser or enforcement rights of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and such Seller Indemnified Person with respect thereto. (d) As a condition to accepting the enforcement benefits of Section 12.3(a), each Seller Indemnified Person acknowledges and agrees that its remedies with respect to any and all claims relating to the subject matter of this Section. Notwithstanding Agreement shall be in accordance with the foregoing, indemnification provisions set forth in this Article 12. (e) Each Seller Indemnified Liabilities Person shall not include any liability take all reasonable steps to mitigate all liabilities and damages for which a claim may be made against Purchaser pursuant to Section 12.3(a) upon and after becoming aware of any Indemnitee arising solely out of event which could reasonably be expected to give rise to such Indemnitee's willful misconduct liabilities or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawdamages.

Purchaser Indemnity. In consideration Each Purchaser will, if Registrable Securities or Demand Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, officers, agents and partners, and any other stockholders selling securities pursuant to the Registration Statement and any of its directors, officers, agents, partners, and any person who controls such stockholders within the meaning of the Securities Act or Exchange Act and each underwriter, if any, of the Company's execution and delivery ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of this Agreement and issuing the Common Shares hereunder and in addition to all Section 15 of the Purchaser's Securities Act and the rules and regulations thereunder, each other obligations under the Transaction DocumentsPurchaser (if any), the Purchaser shall defend, protect, indemnify and hold harmless the Company and all each of its their officers, directors and employees (collectivelypartners, the "Indemnitees"and each person controlling such other Purchaser(s) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, damages and liabilities and damages, and expenses (or actions in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessaryrespect thereof) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any such, Time of Sale Information, final prospectus (as amended or supplemented if the Company files any amendment or supplement thereto with the SEC), Registration Statement filed pursuant to this Agreement or any post-effective amendment thereof or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading in light of the circumstances under which they were made or (ii) failure by such Purchaser to comply with prospectus delivery requirements of the Securities Act (other than a failure resulting from an act or omission on the execution, delivery, performance or breach by the Purchaser or enforcement part of the Transaction Documents Company or any other certificate, instrument law or document contemplated hereby legal requirement applicable to them or therebyany covenant or agreement contained in the Purchase Agreement or this Agreement, and will reimburse the Company and such other Purchaser(s) and their directors, officers and partners, underwriters or control persons for any reasonable legal fees or any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (dor alleged untrue statement) or omission (or alleged omission) is made in such Time of Sale Information, final prospectus (as amended or supplemented if the enforcement of Company files any amendment or supplement thereto with the SEC), Registration Statement filed pursuant to this Section. Notwithstanding Agreement or any post-effective amendment thereof in reliance upon and in conformity with written information furnished to the foregoingCompany by such Purchaser and stated to be specifically for use therein, Indemnified Liabilities and provided that the maximum amount for which such Purchaser shall be liable under this indemnity shall not include any liability exceed the net proceeds received by such Purchaser from the sale of the Registrable Securities or Demand Registrable Securities, as the case may be, pursuant to the registration statement in question. The indemnity agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any Indemnitee arising solely out such claims, losses, damages or liabilities if such settlement is effected without the consent of such Indemnitee's willful misconduct or fraudulent action(sPurchaser (which consent shall not be unreasonably withheld). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnity. In consideration 8.1 The Parties agree that nothing in this Agreement shall affect the validity of the Company's execution Indemnity which shall remain in full force and delivery effect. 8.2 For avoidance of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documentsdoubt, the Purchaser shall hereby agrees to defend, protect, indemnify and hold harmless the Company Seller, the Seller’s Group and all of its their respective shareholders, directors, officers, directors employees and employees (collectivelyagents and to keep each of them defended, the "Indemnitees") indemnified and held harmless, from and against any and all actionslosses, causes of actionliabilities, suits, claims, lossesactions and claims (whether or not involving a third party claim) including charges, costs, damages, fines, penalties, fees, liabilities interest and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all other reasonable attorneys' professional fees and disbursements expenses, which any of one law firm (and local counsel where necessary) (the "Indemnified Liabilities")them may suffer or incur, incurred by any Indemnitee as a result ofdirectly or indirectly, or arising out of, in connection with or relating to (ai) any misrepresentation or breach the dispute between Storm and Telenor in relation to the validity and implementation of any representation or warranty made by the Purchaser in the Transaction Documents Kyivstar Shareholders Agreement, (ii) this Agreement or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach by the Purchaser or enforcement of the Transaction Documents (and/or any agreements or deeds referred to therein), (iii) this Agreement or any of the Transaction Documents (and/or any agreements or deeds referred to therein) being invalidated or terminated for any reason other certificate, instrument or document contemplated hereby or therebythan the Seller’s breach thereof, and (div) the enforcement breach of this Section. any of the warranties as provided for in clause 8.3 below. 8.3 Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability termination of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by Share Purchase Agreement between the Purchaser may be unenforceable for any reason(as original seller of the Shares) and the Seller (as original purchaser of the Shares) dated 17 March 2009 (the “Initial SPA”) pursuant to the Deed of Termination, the Purchaser hereby agrees, and repeats for the benefit of the Seller, the warranties as contained in clause 6.1 of the Initial SPA, which warranties are deemed to be effective from the date on which the Seller acquired the Shares and shall make the maximum contribution continue to remain in full force and effect with regards to the payment and satisfaction of each of entire period during which the Indemnified Liabilities which is permissible under applicable lawSeller held the Shares.

Purchaser Indemnity. In consideration of the Company's execution Purchaser hereby agrees to indemnify Seller, its respective affiliates and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors and employees directors, employees, stockholders (collectivelyeach a “Seller Indemnified Party”) for any amounts constituting an Assumed Liability. Promptly after the receipt by the Seller of any notification of any pending or threatened claim, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, arbitration proceeding or suit (in contract, tort or claim brought otherwise) ( a “Claim”) for an amount constituting an Assumed Liability, the Seller shall give Purchaser written notice thereof in reasonable detail in light of the circumstances then known to Seller; provided, however, that the failure to provide such notice shall not affect the indemnification provided herein, except to the extent such failure shall have actually materially prejudiced the Purchaser’s ability to defend such Claim. Purchaser shall have the right to defend such Claim, at its own expense and with counsel of its choice, unless the Seller has been advised by counsel that an actual or made against such Indemnitee by a third party potential conflict exists between the Seller and arising out of or resulting from the execution, delivery, performance or breach by the Purchaser or enforcement in connection with the defense of the Transaction Documents or any other certificateThird Party Claim. If the Purchaser assumes the defense of such claim, instrument or document contemplated hereby or thereby, the Seller agrees to: (i) reasonably cooperate in such defense so long as the Seller is not materially prejudiced thereby and (dii) agrees not to enter into any settlement with respect to such Claim (provided the enforcement of Purchaser is diligently pursuing the defense thereof). The Purchaser’s obligations under this Section. Notwithstanding the foregoing, Indemnified Liabilities Section 17.2 shall not include apply in the event the Seller enters into any liability settlement with respect to such claim (except where the Seller has entered into a settlement under circumstances described in the parenthetical set forth in clause (ii) of the immediately preceding sentence). Purchaser shall not consent to the entry of any Indemnitee arising solely out judgment or enter into any settlement with respect to such Claim without the prior written consent of such Indemnitee's willful misconduct the other Party, which consent will not be unreasonably withheld or fraudulent action(s). To the extent delayed, except that the foregoing undertaking by the Purchaser may be unenforceable for any reason, enter into a settlement with respect to such Claim without the Purchaser shall make the maximum contribution to the payment and satisfaction of each consent of the Indemnified Liabilities which is permissible under applicable lawSeller, so long as the settlement gives the Seller a complete release from such Claim.

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, agrees that it will indemnify and hold harmless the Company Seller and all of its officers, directors directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and employees assigns (collectively, the "“Seller Indemnitees"”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses Damages to which the Seller Indemnitees may become subject to or which are incurred in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought)with, and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising arise out of, result from, or relating are attributable to (a) any misrepresentation material breach of the terms of this Agreement or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the covenants or obligations contained in the Transaction Documents this Agreement or other document delivered hereunder or pursuant to this Agreement, or any other certificate use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or document contemplated hereby which are incurred in connection with, arise out of, result from, or thereby, are attributable to: (bi) any breach of any covenant, agreement or obligation use of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, Assets after Closing; (cii) any cause fraud or intentional misrepresentation of actionPurchaser; (iii) any and all taxes, suit fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or claim brought (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser as a transferee or made against such Indemnitee successor, by a third party and arising out of contract or resulting from the executionpursuant to any law, deliveryrule, performance or breach by the Purchaser regulation, which taxes relate to an event or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawtransaction occurring after Closing.

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Each Purchaser shall defend, protect, will indemnify and hold harmless the Company Nexus, any underwriter for Nexus and all of its officerseach person, directors and employees (collectivelyif any, the "Indemnitees") who controls Nexus or such underwriter, from and against any and all actionslosses, causes of action, suitsdamages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with such Purchaser’s consent) to which Nexus any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, costsdamages, penalties, feesclaims, liabilities and damages(or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and the Purchaser will reimburse Nexus, any such underwriter and each such controlling person of Nexus or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection therewith (irrespective of whether any with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such Indemnitee is a party loss, claim, damage, liability, action or proceeding; in each case to the action for which indemnification hereunder extent, that such untrue statement or omission is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by contained in any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made information so furnished in writing by the Purchaser to Nexus specifically for inclusion in the Transaction Documents Registration Statement or any other certificate such prospectus and that such information was reasonably relied upon by Nexus for use in the Registration Statement, such prospectus or document contemplated hereby such form of prospectus or therebyto the extent that such information related to the Purchaser or the Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, (b) any breach such prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.11 shall not apply to amounts paid in settlement of any covenant, agreement or obligation losses if such settlement is effected without the prior written consent of the Purchaser. In no event shall the liability of the Purchaser contained hereunder be greater in amount than the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause dollar amount of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach net proceeds received by the Purchaser or enforcement upon the sale of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of Registrable Securities giving rise to such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawindemnification obligation.

Purchaser Indemnity. In consideration The Purchaser agrees and covenants to hold harmless and indemnify Company, including any director, officer, employee, agent, investment advisor, or controlling person of any of the Company's execution foregoing and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors and employees their legal counsel (collectively, the "Company Indemnitees") ), from and against any and all actions, causes of action, suitsout-of-pocket losses, claims, losses, costs, penalties, feesdamages, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements expenses of one law firm (investigation) incurred and local counsel where necessary) (the "Indemnified Liabilities"), incurred actually paid by any Indemnitee as a result of, or such Person arising out of, of or relating to based upon (a) any misrepresentation untrue statement of any material fact made by the Purchaser contained in this Agreement or any document provided by the Purchaser in connection herewith or with the purchase of the Shares, (b) arising out of or based upon the omission or the Purchaser to state herein or therein a material fact required to be stated or necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading or (c) any breach by the Purchaser of any of the Purchaser's representations, warranties, covenants or agreements contained in this Agreement or in any other agreement, certificate, instrument or document delivered pursuant hereto; provided, however, that the Purchaser shall not be liable under this paragraph for any amounts paid in settlement of claims without their consent, which consent shall not be unreasonably withheld, or to any Company Indemnitee to the extent that it is finally judicially determined that such losses, claims, damages or liabilities arose out of the negligence or willful misconduct of such Company Indemnity or out of the material breach by such Company Indemnitee of any representation or warranty made by such Company Indemnitee in Article III of this Agreement. The Purchaser also agrees that the indemnification, contribution and reimbursement commitment set forth in this Article IX shall apply whether or not Company Indemnitees are a formal party to any such lawsuit, claim or other proceeding. The Purchaser further agrees promptly upon demand by Company Indemnitees to reimburse Company Indemnitees for any legal or other expenses as they are incurred in the Transaction Documents connection with investigating, preparing to defend or defending any lawsuits, claims or other certificate proceedings or document contemplated hereby or thereby, (b) investigations arising in any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising manner out of or resulting from the execution, delivery, performance or breach by in connection with any manner as to which the Purchaser or enforcement of is liable to Company Indemnitees under the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawindemnities set forth above.

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company Seller (and all of its directors, officers, directors employees, agents, affiliates, successors and employees (collectively, the "Indemnitees"assigns) from and against any and all demands, claims, payments, defenses, obligations, recoveries, deficiencies, fines, penalties, interest, assessments, actions, liens, causes of action, suits, claimsproceedings, judgments, losses, damages (including without limitation punitive, exemplary or consequential damages, lost income and profits, interruptions of business and diminution in the value of stock), liabilities, costs, penalties, fees, liabilities and damages, and expenses in connection therewith of any kind (irrespective including without limitation (i) interest, penalties and reasonable attorneys’ fees and expenses, (ii) attorneys’ fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) consultants’ fees and other costs of whether defending or investigating any such Indemnitee is a party to the action for which indemnification hereunder is soughtclaim hereunder), and including all reasonable attorneys' fees and disbursements whether accrued, absolute, contingent, known, unknown, or otherwise as of one law firm (and local counsel where necessary) (the "Indemnified Liabilities")Closing Date or thereafter asserted against, imposed upon or incurred by any Indemnitee as a result Seller or its directors, officers, employees, agents, affiliates, successors or assigns by reason of, or resulting from, arising out of, based upon, awarded or relating to asserted against or otherwise in respect of: (a) any misrepresentation period or breach periods of Purchaser ending prior to the Closing and which involve any representation claims against Purchaser, or warranty made by its properties or assets, relating to actions or inactions of Purchaser or its officers, directors, shareholders, employees or agents prior to Closing, or the operation of the business of Purchaser in prior to the Transaction Documents or any other certificate or document contemplated hereby or thereby, Closing; (b) any breach of any covenant, agreement representation and warranty contained in this Agreement or obligation any misrepresentation in or omission on the part of the Purchaser contained in the Transaction Documents any certificate furnished or any other certificate or document contemplated hereby or thereby, to be furnished to Seller by Purchaser pursuant to this Agreement; and (c) the remedy and right of recovery for any cause of action, suit or indemnity claim brought or made against such Indemnitee covered hereby shall be limited to the recovery by a third party and arising out of or resulting from the execution, delivery, performance or breach by the Purchaser or enforcement Seller of the Transaction Documents consideration paid hereunder. The indemnity herein contained shall expire one year following the Closing; provided, however, that if an indemnity claim is asserted prior to such expiration date, but is contested or any other certificateotherwise not resolved at such expiration date, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities indemnity shall not include any liability of any Indemnitee arising solely out of expire with respect to such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each claim only upon resolution of the Indemnified Liabilities which is permissible under applicable lawclaim.

Purchaser Indemnity. In consideration (a) The representations and warranties contained in clause 10.1 shall be deemed to be continuing and survive Completion until the first anniversary of the Company's execution Completion Date, except that such limitation does not apply to any Title Claim with respect to the Completion Shares and delivery of the Multi-Color Share Options. (b) Subject to the qualifications, limitations, and exclusions set forth in this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documentsclause 10.3, the Purchaser shall defend, protect, agrees to indemnify and hold harmless the Company and all of its officers, directors and employees (collectively, the "Indemnitees") each Vendor from and against any and all actions, causes Losses which any of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or Vendors may sustain arising out of, or relating to are otherwise related to: (a) any misrepresentation or breach of any representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (bi) any breach of the Purchaser Warranties or any covenant, agreement breach of any covenant imposed on Purchaser under or obligation in connection with this Agreement or any of the other Transaction Documents; or (ii) the Purchaser contained having offered the Completion Shares (but, for the avoidance of doubt, excluding the Completion Shares Transfers and the matters related thereto) in Australia to the Vendors and the Minority Interests Holders as contemplated by the Transaction Documents in breach of the Corporations Act or engaged in misleading or deceptive conduct in respect of the issue of such Completion Shares (but excluding any other certificate such Losses resulting from the Purchaser’s reliance on the warranties set forth in Schedule 2); in each case, whether such Losses arise out of, or document contemplated hereby are otherwise related to, direct Claims, third party Claims, or therebyotherwise; provided, however, that, notwithstanding anything in this Agreement to the contrary, except for Title Claims with respect to the Completion Shares and the Multi-Color Share Options, the Vendors shall not have any rights or remedies whatsoever under this clause 10.3 with respect to any matters for which the Purchaser does not receive written notice from the Vendors’ Representative on or prior to expiration date of the survival period set forth in clause 10.3(a) in accordance with this Agreement. (c) The Vendors acknowledge that each Vendors has entered into the Transaction Documents after conducting a thorough investigation of the Purchaser, the Completion Shares, and the Multi-Color Share Options. (d) The Purchaser Warranties are given subject to and qualified by, and the Vendors are not entitled to claim that any cause fact, matter or circumstance causes any of actionthe Warranties to be breached if and to the extent, suit that the fact, matter or claim brought circumstance: (i) is disclosed in: (A) any of the Transaction Documents; or made (B) the Disclosure Materials; or (ii) has arisen solely as a result of any conduct after Completion by the Vendors. (e) The Vendors acknowledge and agree with the Purchaser that they have had the opportunity to, and has, conducted due diligence investigations in relation to the Purchaser, the Completion Shares, and the Multi-Color Share Options. (f) Except in the case of Title Claims with respect to the Completion Shares and the Multi-Color Share Options, Purchaser is not liable to the Vendors for any Claim for breach of a Purchaser Warranty that results from (or the amount of the Claim is increased because of) new Law or a change in the Law or in its interpretation, in each case taking effect after the Completion Date. (g) If the Vendors become aware of a fact, matter or circumstance that may give rise to a Claim against such Indemnitee by a third party and Purchaser arising out of or resulting in connection with the Transaction Documents, the Vendors must: (i) notify the Purchaser in writing of the Claim in accordance with clause 10.3(h); (ii) not itself admit or agree to anything with a third party in connection with the Claim, without the consent of the Purchaser (which consent must not be unreasonably withheld or delayed); (iii) permit the Purchaser (who may, but is not obliged) to, deal with the Claim on behalf of the Vendors, provided that: (A) the Purchaser keeps the Vendors’ Representative informed of all material developments in relation to any such Claims by providing written quarterly reports containing such information as the Vendors’ Representative reasonably requires; and (B) the Purchaser indemnifies the Vendors against any Losses which they may reasonably suffer or incur thereby and which they would not otherwise suffer or incur; and (iv) at the Purchaser’s cost, do any thing or not do any thing, in each case as the Purchaser reasonably requests, to deal with the Claim and keep the Purchaser informed about its actions or proposed actions in connection with the Claim. (h) Except in the case of Title Claims with respect to the Completion Shares and the Multi-Color Share Options, the Purchaser is not liable to the Vendors for any Claim arising out of or in connection with this Agreement, unless the Purchaser notifies the Vendors of the Claim: (i) within 90 days after any Vendor becomes aware of the Claim will give rise to a claim for indemnification under this Agreement; provided, however, that the omission to so notify the Purchaser will not relieve the Purchaser from any liability which it may have hereunder unless the Purchaser has been materially prejudiced thereby; (ii) in writing, setting out the act, matter or thing relied on as giving rise to the Claim; and (iii) before one (1) year after the Completion Date. (i) Except in the case of Title Claims with respect to the Completion Shares and the Multi-Color Share Options, the Vendors may not bring any Claim arising out of or in connection with any Transaction Document, unless: (i) the amount of the Claim (or Claims arising from the executionsame facts or circumstances) exceeds $100,000, deliveryin which case a Claim may be brought for each such Claim from the first dollar; and (ii) the aggregate of all Claims exceeds $500,000, performance in which case a Claim may be brought for the such aggregate Claims from the first dollar. (j) Except in the case of Title Claims with respect to the Completion Shares and the Multi-Color Share Options, in respect of any Claim arising out of or breach in connection with this Agreement or any other Transaction Document: (i) the maximum amount which may be recovered from the Purchaser is limited to the Losses related to that Claim; and (ii) the maximum aggregate amount which may be recovered from the Purchaser for all such Claims is limited to $21,000,000. (k) Notwithstanding any other provision of this Agreement, the Purchaser acknowledges and agrees with the Vendors that none of the limitations and exclusions of liability set out in this clause 10.3 will apply to Claims arising out of or concealed by the fraudulent or dishonest conduct of the Purchaser or enforcement its agents or concealing from the Vendors any information, matter or thing which might lead to a Claim for a breach of a Purchaser Warranty and that its liability for any such Claims will be unlimited. (l) The Vendors must take all reasonable actions take all reasonable actions to mitigate any Loss, Liability, costs or other damage suffered as a result of a Claim against Purchaser arising out of or in connection with this Agreement. (m) If after the Purchaser has made a payment to the Vendors under a Claim made under the Purchaser Warranties, any Vendor receives any net benefit or credit (including in relation to its position in respect of Tax) by reason of the Transaction Documents matters to which the Claim relates, then the Vendors shall immediately repay to the Purchaser a sum corresponding to the amount of the payment or any other certificate, instrument or document contemplated hereby or thereby, and (dif less) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each amount of the Indemnified Liabilities which is permissible under applicable lawbenefit or credit.

Purchaser Indemnity. In consideration The Purchaser shall indemnify and --------------------- hold harmless Sussex, its affiliates, its counsel, officers, directors, stockholders, representatives and partners, any underwriter (as defined in the Securities Act) and each person, if any, who controls Sussex or the underwriter (within the meaning of the Company's execution and delivery of this Agreement and issuing Securities Act or the Common Shares hereunder and in addition Exchange Act), against any Claims (joint or several) to all of the Purchaser's other obligations which they may become subject under the Transaction DocumentsSecurities Act, the Exchange Act or any state securities law, and the Purchaser shall defendreimburse Sussex and each such affiliate, protectcounsel, indemnify and hold harmless the Company and all of its officersofficer, directors and employees (collectivelydirector, the "Indemnitees") from and against stockholder, representative or partner, underwriter or controlling person for any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable legal or other reasonable expenses incurred by them in connection therewith (irrespective of whether with investigating or defending any such Indemnitee is a party to the action for which indemnification hereunder is sought), Claim insofar as such Claims (or actions and including all reasonable attorneys' fees and disbursements respect thereof) arise out of one law firm or are based upon (and local counsel where necessaryi) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made written information provided by the Purchaser to Sussex expressly for inclusion in the Transaction Documents such registration statement, including any preliminary prospectus or final prospectus contained therein or any other certificate amendments or document contemplated hereby supplements thereto or thereby, (bii) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach sale by the Purchaser or enforcement after receipt from Sussex of the Transaction Documents notice described in Paragraph 1(f) hereof and prior to acceptance from Sussex of an amended or any other certificatesupplemental prospectus; provided, instrument or document contemplated hereby or therebyhowever, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking maximum amount which may be recovered from the Purchaser pursuant to the indemnification granted under clause (i) in this paragraph shall be limited to the amount of proceeds received by the Purchaser may be unenforceable for any reason, from the sale of Shares of Common Stock by the Purchaser shall make the maximum contribution pursuant to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawsuch registration statement.

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protecthold harmless, indemnify and hold harmless the Company defend Entity Seller and all of its officersDRA Growth and Income Fund IV, directors and employees LLC (collectively, the "Indemnitees") “DRA Loan Guarantor”), as applicable, from and against against: (a) losses, liabilities costs, damages and expenses resulting from claims under or enforcement of the guaranties delivered by DRA Loan Guarantor to the Lenders for the Existing Debt as listed on Exhibit I, occurring or made at or after Closing and (ii) all costs and expenses, including attorneys' fees, related to any and all actual actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party suits or judgments incident to the action for which indemnification hereunder is sought)foregoing; provided, and including all reasonable attorneys' fees and disbursements however, that, in the event Lender has sent written notice of one law firm (and local counsel where necessary) (default to Purchaser or the "Indemnified Liabilities"), incurred by any Indemnitee applicable Owner under the applicable Existing Debt Documents as a result ofof the transaction contemplated by this Agreement and, or arising out ofas a result, or relating accelerated the amounts due under the applicable Existing Debt Documents, then Purchaser’s indemnification obligation under this Section 10.2.1 shall be limited to (a) any misrepresentation or breach 50% of any representation or warranty made by such amounts due other than principal and non-default rate interest until such time that Entity Seller has expended the Purchaser entire amount in Bucket 1 in accordance with the Transaction Documents or any other certificate or document contemplated hereby or thereby, terms of this Agreement; (b) any breach and all losses, liabilities, costs, damages and expenses resulting from breaches of any covenant, agreement or obligation of the Purchaser contained all Purchaser’s representations and warranties in the Transaction Documents or any other certificate or document contemplated hereby or thereby, this Agreement; (c) any cause and all losses, liabilities, costs, damages and expenses arising from and after the Closing Date due to an act or omission of actionKimco Parties, suit Owner (as constituted after the Closing), Venture (as constituted after the Closing) and their affiliates and successors and assigns, including, without limitation, any documentary stamp tax, transfer tax (or claim brought the like) that may become due and payable in the event a Property or made against such Indemnitee by a third party and arising out of or resulting from Venture interest is transferred after the execution, delivery, performance or breach by the Purchaser or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and Closing Date; and (d) the enforcement any and all liabilities and obligations of Purchaser under Articles VI of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawAgreement.

Purchaser Indemnity. In consideration Subject to the limitations set forth in this ------------------- Article 9, the Purchaser shall be responsible for and shall indemnify, defend and hold harmless the Supplier Indemnitees from and against the following: (i) any Loss or Damage of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition Supplier Indemnitees to all any of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors and employees (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating Employees attributable to (a) the Purchaser's negligence (excluding any misrepresentation Loss or breach Damage attributable to Supplier's negligence and excluding any Loss or Damage attributable to performance of any representation Employee Services by Purchaser's Employees), or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) the Purchaser's Gross Negligence or Willful Misconduct; (ii) any breach Loss or Damage of Supplier Indemnitees to any covenant, agreement or obligation of the Purchaser contained in Supplier's Employees not arising from their performance of Employee Services attributable to the Transaction Documents Purchaser's Gross Negligence or Willful Misconduct; (iii) any other certificate Loss or document contemplated hereby Damage to any of the Supplier's property (excluding any SUMF Asset) attributable to the Purchaser's Gross Negligence or therebyWillful Misconduct; (iv) any Loss or Damage of Supplier Indemnitees resulting from Third Party Claims attributable to (a) the Purchaser's negligence or (b) the Purchaser's Gross Negligence or Willful Misconduct; and (v) any Loss or Damage of Supplier Indemnitees to any of Supplier's Employees arising from their performance of Employee Services attributable to (a) the Purchaser's Gross Negligence or Willful Misconduct, (b) the Purchaser's negligence, or (c) the Supplier's negligence (but not the Supplier's Gross Negligence or Willful Misconduct); provided, however, that, except as provided in Article 14 and Section 9.6, the ----------------- Purchaser's aggregate liability for any cause Loss or Damage arising under Section 9.2(a)(ii) or 9.2(a)(iii) shall not (i) in any calendar year, exceed 33 1/3% of actionthe SUMF Charges in the preceding calendar year (in the first calendar year, suit 33 1/3% of the SUMF Charges for that calendar year); or claim brought or made against such Indemnitee by a third party and arising out of or (ii) for loss resulting from the executionany single event, delivery, performance or breach by the Purchaser or enforcement exceed 33 1/3% of the Transaction Documents SUMF Charges in the calendar year in which the Loss or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawDamage first occurs.

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the The Purchaser shall defend, protect, indemnify and hold harmless the Company and all of ------------------- Sussex, its affiliates, its counsel, officers, directors directors, stockholders, representatives and employees partners, any underwriter (collectivelyas defined in the Securities Act) and each person, if any, who controls Sussex or the underwriter (within the meaning of the Securities Act or the Exchange Act), against any Claims (joint or several) to which they may become subject under the Securities Act, the "Indemnitees") from and against Exchange Act or any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damagesstate securities law, and the Purchaser shall reimburse Sussex and each such affiliate, counsel, officer, director, stockholder, representative or partner, underwriter or controlling person for any reasonable legal or other reasonable expenses incurred by them in connection therewith (irrespective of whether with investigating or defending any such Indemnitee is a party to the action for which indemnification hereunder is sought), Claim insofar as such Claims (or actions and including all reasonable attorneys' fees and disbursements respect thereof) arise out of one law firm or are based upon (and local counsel where necessaryi) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made written information provided by the Purchaser to Sussex expressly for inclusion in the Transaction Documents such registration statement, including any preliminary prospectus or final prospectus contained therein or any other certificate amendments or document contemplated hereby supplements thereto or thereby, (bii) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach sale by the Purchaser or enforcement after receipt from Sussex of the Transaction Documents notice described in Paragraph 1(f) hereof and prior to acceptance from Sussex of an amended or any other certificatesupplemental prospectus; provided, instrument or document contemplated hereby or therebyhowever, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking maximum amount which may be recovered from the Purchaser pursuant to the indemnification granted under clause (i) in this paragraph shall be limited to the amount of proceeds received by the Purchaser may be unenforceable for any reason, from the sale of Shares of Common Stock by the Purchaser shall make the maximum contribution pursuant to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawsuch registration statement.

Purchaser Indemnity. In consideration Subject to the limitations set forth in this ------------------- Article 9, the Purchaser shall be responsible for and shall indemnify, defend and hold harmless the Supplier Indemnitees from and against the following: (i) any Loss or Damage of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition Supplier Indemnitees to all any of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors and employees (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating Employees attributable to (a) the Purchaser's negligence (excluding any misrepresentation Loss or breach Damage attributable to Supplier's negligence and excluding any Loss or Damage attributable to performance of any representation Employee Services by Purchaser's Employees), or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) the Purchaser's Gross Negligence or Willful Misconduct; (ii) any breach Loss or Damage of Supplier Indemnitees to any covenant, agreement or obligation of the Purchaser contained in Supplier's Employees not arising from their performance of Employee Services attributable to the Transaction Documents Purchaser's Gross Negligence or Willful Misconduct; (iii) any other certificate Loss or document contemplated hereby Damage to any of the Supplier's property (excluding any SUMF Assets) attributable to the Purchaser's Gross Negligence or therebyWillful Misconduct; (iv) any Loss or Damage of Supplier Indemnitees resulting from Third Party Claims attributable to (a) the Purchaser's negligence or (b) the Purchaser's Gross Negligence or Willful Misconduct; and (v) any Loss or Damage of Supplier Indemnitees to any of Supplier's Employees arising from their performance of Employee Services attributable to (a) the Purchaser's Gross Negligence or Willful Misconduct, (b) the Purchaser's negligence, or (c) the Supplier's negligence (but not the Supplier's Gross Negligence or Willful Misconduct); provided, however, that, except as provided in Article 14 and Section 9.6, the -------- ------- Purchaser's aggregate liability for any cause Loss or Damage arising under Section 9.2(a)(ii) or 9.2(a)(iii) shall not (i) in any calendar year, exceed 33 1/3% of actionthe SUMF Charges in the preceding calendar year (in the first calendar year, suit 33 1/3% of the SUMF Charges for that calendar year); or claim brought or made against such Indemnitee by a third party and arising out of or (ii) for loss resulting from the executionany single event, delivery, performance or breach by the Purchaser or enforcement exceed 33 1/3% of the Transaction Documents SUMF Charges in the calendar year in which the Loss or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawDamage first occurs.

Purchaser Indemnity. In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition Purchaser hereby agrees to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless each of the Company and all of its directors, officers, directors controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act), agents, including without limitation Xxxxxx Xxxxxxx, and employees (collectively, the "Indemnitees") from and against any and all actionsclaims, causes of action, suits, claimsliabilities, losses, costs, penalties, fees, liabilities and damages, damages and expenses in connection therewith incurred by such Indemnified Person (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements disbursements) which shall be caused by or related to or arise out of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or such Purchaser's material breach of any representation representation, warranty, covenant or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach agreement of any covenant, agreement or obligation of the such Purchaser contained in the Transaction Documents this Agreement, and shall reimburse such Indemnified Person for all costs and expenses (including reasonable attorneys' fees and disbursements) as they shall be incurred, in connection with investigating, preparing for, or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which shall be caused by or related to or arise out of such breach, whether or not such Indemnified Person shall be named as a party thereto and whether or not any liability results therefrom. Purchaser shall not, however, be respon- sible for any claims, liabilities, losses, damages, or expenses pursuant to this Section 6.3 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any other certificate material breach by the Company of this Agreement. Purchaser further agrees that it shall not, without the prior written consent of the Company, settle or document contemplated hereby compromise or therebyconsent to the entry of any judgment in any pending or threatened claim, (c) any cause of action, suit or claim brought proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or made against such Indemnitee by a third party and consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or resulting from the execution, delivery, performance or breach by the Purchaser or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawproceeding.