Common use of Registration Indemnification Clause in Contracts

Registration Indemnification. In connection with the filing of any such registration statement, Heritage shall indemnify and hold harmless Acquiror or its transferee against any losses, claims, damages or liabilities, joint or several, to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall reimburse Acquiror or its transferee for any legal or other expense reasonably incurred by Acquiror or its transferee in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission made in such registration statement, and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf of Acquiror or its transferee specifically for use in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense of any such loss, claim, damage, liability or action.

Registration Indemnification. In connection with the filing event of any such registration statementRegistration ---------------------------- under the Act pursuant to these provisions of Registrable Securities of any Holder, Heritage shall indemnify and the Company will hold harmless Acquiror such Holder and each underwriter of such securities and each other person, if any, who controls such Holder or its transferee such underwriter within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which Acquiror such Holder or its transferee such underwriter or controlling person may become subjectsubject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement theretothereto on the effective date thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall will reimburse Acquiror or its transferee such Holder and each such underwriter and each such controlling person for any legal or any other expense expenses reasonably incurred by Acquiror or its transferee them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission or alleged omission made in such registration statement, and any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or on behalf of Acquiror or its transferee such underwriter specifically for use in the preparation thereof. Acquiror or It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities then held by a Holder that the Company shall have received an undertaking satisfactory to it and its transferee shall counsel from each Holder, to indemnify and hold harmless Heritage (in the same manner and to the same extent as set forth in the immediately preceding sentence but only paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Act, with reference respect to written any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through an instrument duly executed by or on behalf of Acquiror or its transferee the Holder specifically for use in the preparation of such registration statement, and any preliminary prospectus included therein, or any final prospectus or such amendment or supplement thereto; . Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of these provisions, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and Acquiror or to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its transferee shall reimburse Heritage election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses reasonably incurred by Heritage the latter in connection with investigation or the defense of any such loss, claim, damage, liability or actionthereof.

Registration Indemnification. In connection with (a) The Company will indemnify each Registered Holder, each Registered Holder's officers and directors, and each person controlling such Registered Holder within the filing meaning of any such registration statementSection 15 of the Securities Act, Heritage shall indemnify and hold harmless Acquiror or its transferee against any lossesall expenses, claims, damages or liabilities, joint or several, to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise including reasonable legal expenses), arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any registration statement, including any statement or prospectus included thereinrelating to the Registrable Shares, or any amendment or supplement thereto, or arise out of based on any omission (or are based upon the omission or the alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall reimburse Acquiror or its transferee for any legal or other expense reasonably incurred by Acquiror or its transferee in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall the Company will not be liable in any such case to the extent that any such claim, loss, claimdamage, damage liability or liability expense arises out of or is based upon an on any untrue statement or omission or an alleged untrue statement or omission omission, made in reliance upon and in conformity with information furnished in writing to the Company by such Registered Holder for inclusion therein. (b) Each Registered Holder, if Registrable Shares held by such holder are included in the securities for which such registration, qualification or compliance is being effected, will indemnify the Company, each of its directors and each of its officers who signs the registration statement, each underwriter, if any, of the Company's securities covered by such registration statement, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (including reasonable legal fees and expenses) arising out of or based on any prospectus included thereinuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement or prospectus, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or prospectus, in reliance upon and in conformity with written information furnished in writing to the Company by such Registered Holder for inclusion therein. (c) Each party entitled to indemnification under this Section 11.5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, but the omission to so notify the Indemnifying Party shall not relieve it from any liability which it may have to the Indemnified Party pursuant to the provisions of this Section 11.5 except to the extent of the actual damages suffered by such delay in notification. The Indemnifying Party shall assume the defense of such action, including the employment of counsel to be chosen by the Indemnifying Party, such counsel to be reasonably satisfactory to the Indemnified Party, and the obligation of payment of all expenses. The Indemnified Party shall have the right to employ its own counsel in any such case, but the legal fees and expenses of such counsel shall be at the expense of the Indemnified Party, unless the employment of such counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such action, or the Indemnifying Party shall not have employed counsel to take charge of the defense of such action or the Indemnified Party shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of Acquiror or its transferee specifically for use the Indemnified Party), in any of which events such fees and expenses shall be borne by the Indemnifying Party. No Indemnifying Party, in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense of any such lossclaim or litigation, claimshall, damageexcept with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or actionlitigation. (d) In no event shall any Registered Holder be liable for any expenses, claims, losses, damages or liabilities pursuant to this Section 11.5 in excess of the net proceeds to such Registered Holder of any Registrable Shares sold by such Registered Holder.

Registration Indemnification. In connection with the filing of (a) Blockbuster and any such registration statement, Heritage shall Blockbuster Subsidiary Obligor jointly and severally agree to indemnify and hold harmless Acquiror or its transferee Viacom and each Person, if any, who controls Viacom within the meaning of the Securities Act and Affiliates and Representatives of each of the foregoing from and against any lossesand all Losses (including, claimswithout limitation, damages any legal or liabilitiesother expenses incurred in connection with defending or investigating any such action or claim), joint or severalas incurred, to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon relating to any untrue statement or alleged untrue statement of any a material fact contained in any registration statement, including any prospectus included thereinin, or incorporated by reference into (i) any amendment Blockbuster Registration Statement filed at or supplement theretoprior to the date of the Split-Off, including, without limitation, the IPO Registration Statement and (ii) any Split-Off Registration Statement or arise out of or are based upon the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that Blockbuster and Heritage any Blockbuster Subsidiary Obligor shall reimburse Acquiror not be liable in any such case to the extent that any such Losses are arising out of or its transferee relating to any such untrue statement or omission or alleged untrue statement or omission based upon information relating to Viacom furnished to Blockbuster in writing by Viacom expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Viacom and shall survive the transfer of such securities. In the case of an offering with respect to which Viacom has designated the lead or managing underwriters (or Viacom is offering securities of Blockbuster directly, without an underwriter), this indemnity does not apply to any Loss arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of any underwriter (or Viacom) to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of Blockbuster as required by the Securities Act and such untrue statement or omission had been corrected in such final prospectus or offering memorandum. (b) Viacom agrees to indemnify and hold harmless Blockbuster and each Person, if any, who controls Blockbuster within the meaning of the Securities Act and Affiliates and Representatives of each of the foregoing from and against any and all Losses (including, without limitation, any legal or other expense expenses incurred in connection with defending or investigating any such action or claim), as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, (i) any Blockbuster Registration Statement filed at or prior to the date of the Split-Off, including, without limitation, the IPO Registration Statement, (ii) and any Split-Off Registration Statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to Losses arising out of or relating to any untrue statement or omission or alleged untrue statement or omission based on information relating to Viacom furnished to Blockbuster in writing by Viacom expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Blockbuster and shall survive the transfer of such securities. In the case of an offering with respect to which Blockbuster has designated the lead or managing underwriters (or Blockbuster is offering securities of Blockbuster directly, without an underwriter), this indemnity does not apply to any Loss arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of any underwriter (or Blockbuster) to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of Blockbuster as required by the Securities Act and such untrue statement or omission had been corrected in such final prospectus or offering memorandum. (c) If the indemnification provided for in this Section 2.04 shall for any reason be unavailable (other than in accordance with its terms) to an Indemnified Party in respect of any Loss referred to therein, then each Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such Loss as between Blockbuster on the one hand and Viacom on the other, in such proportion as is appropriate to reflect the relative fault of Blockbuster and of Viacom in connection with such statements or omissions which resulted in such Loss as well as any other relevant equitable considerations. The relative fault of Blockbuster on the one hand and of Viacom on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to Viacom's stock ownership in Blockbuster. The amount paid or payable by an Indemnified Party as a result of the Loss in respect thereof, referred to above in this paragraph (c) shall be deemed to include, for purposes of this paragraph (c), any legal or other expenses reasonably incurred by Acquiror or its transferee such Indemnified Party in connection with investigating or defending any such lossaction or claim. Blockbuster and Viacom agree that it would not be just and equitable if contribution pursuant to this Section 2.04 were determined by PRO RATA allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. Notwithstanding any other provisions of this Section 2.04, claim, damage, liability or action; provided, however, that Heritage Viacom shall not be liable required to contribute any amount in any case excess of the amount by which the total price at which the securities of Blockbuster were offered by Viacom to the extent that public exceeds the amount of any damages which Viacom has otherwise been required to pay by reason of such loss, claim, damage untrue or liability arises out of or is based upon an alleged untrue statement or omission or an alleged untrue statement or omission made in omission. No party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any party who was not guilty of such registration statement, fraudulent misrepresentation. (d) Indemnification and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf of Acquiror or its transferee specifically for use contribution similar to that specified in the preparation thereof. Acquiror preceding paragraphs of this Section 2.04 (with appropriate modifications) shall be given by Blockbuster and Viacom with respect to any required registration or its transferee other qualification of securities under any state law or regulation or governmental authority. (e) The obligations of the parties under this Section 2.04 shall indemnify and hold harmless Heritage be in addition to any liability which any party may otherwise have to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense of any such loss, claim, damage, liability or actionparty.

Registration Indemnification. In connection with the filing event of any such registration statementRegistration under ---------------------------- the Act pursuant to these provisions of Registrable Securities of any Holder, Heritage shall indemnify and the Company will hold harmless Acquiror such Holder and each underwriter of such securities and each other person, if any, who controls such Holder or its transferee such underwriter within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which Acquiror such Holder or its transferee such underwriter or controlling person may become subjectsubject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement theretothereto on the effective date thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall will reimburse Acquiror or its transferee such Holder and each such underwriter and each such controlling person for any legal or any other expense expenses reasonably incurred by Acquiror or its transferee them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission or alleged omission made in such registration statement, and any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or on behalf of Acquiror or its transferee such underwriter specifically for use in the preparation thereof. Acquiror or It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities then held by a Holder that the Company shall have received an undertaking satisfactory to it and its transferee shall counsel from each Holder, to indemnify and hold harmless Heritage (in the same manner and to the same extent as set forth in the immediately preceding sentence but only paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Act, with reference respect to written any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through an instrument duly executed by or on behalf of Acquiror or its transferee the Holder specifically for use in the preparation of such registration statement, and any preliminary prospectus included therein, or any final prospectus or such amendment or supplement thereto; . Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of these provisions, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and Acquiror or to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its transferee shall reimburse Heritage election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses reasonably incurred by Heritage the latter in connection with investigation or the defense of any such loss, claim, damage, liability or actionthereof.

Registration Indemnification. In connection with (a) BEA agrees to indemnify, to the filing extent permitted by law, each holder of any such registration statement, Heritage shall indemnify and hold harmless Acquiror or its transferee Seller Stock against any all losses, claims, damages or liabilitiesdamages, joint or severalliabilities and expenses including, to which Acquiror or its transferee may become subjectwithout limitation, insofar as such lossesreasonable attorneys' fees, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon caused by any untrue statement or alleged untrue statement of any material fact contained in any registration statementthe Registration Statement, including any prospectus included therein, or preliminary prospectus or any amendment thereof or supplement thereto, thereto or arise out of or are based upon the any omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading; , except insofar as the same are caused by or contained in any information furnished in writing to BEA by such holder expressly for use therein or by such holder's negligence, willful misconduct or failure to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto. (b) In connection with the Registration Statement, each holder of Registered Shares will furnish to BEA in writing such information and Heritage shall reimburse Acquiror or its transferee affidavits as BEA reasonably requests for any legal or other expense reasonably incurred by Acquiror or its transferee use in connection with investigating the Registration Statement or defending prospectus contained therein and, to the extent permitted by law, will indemnify BEA, its directors and officers and each person who controls BEA (within the meaning of the Act) against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable attorneys' fees, caused by any untrue or alleged untrue statement of material fact contained in the Registration Statement, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages, liabilities and expenses are caused by any such loss, claim, damage, liability untrue statement or actionomission or alleged untrue statement or omission furnished in writing to BEA for use therein or such holder's failure to provide the prospective purchaser with a copy of the current prospectus; provided, however, that Heritage shall the obligation to indemnify will be several, not joint and several among the holders of Seller Stock, and the liability of each holder will be liable in any case limited to the extent that any net amount received by such loss, claim, damage or liability arises out holder of or is based upon an untrue statement or omission or an alleged untrue statement or omission made in such registration statement, and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf Seller Stock from the sale of Acquiror or its transferee specifically for use in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage Registered Shares pursuant to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense of any such loss, claim, damage, liability or actionRegistration Statement.

Registration Indemnification. In connection with the filing event of any such registration statementRegistration ---------------------------- under the Act pursuant to these provisions of Registrable Securities of any Holder, Heritage shall indemnify and the Company will hold harmless Acquiror such Holder and each underwriter of such securities and each other person, if any, who controls such Holder or its transferee such underwriter within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which Acquiror such Holder or its transferee such underwriter or controlling person may become subjectsubject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement theretothereto on the effective date thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall will reimburse Acquiror or its transferee such Holder and each such underwriter and each such controlling person for any legal or any other expense expenses reasonably incurred by Acquiror or its transferee them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission or alleged omission made in such registration statement, and any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or on behalf of Acquiror or its transferee such underwriter specifically for use in the preparation thereof. Acquiror or It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities then held by a Holder that the Company shall have received an undertaking satisfactory to it and its transferee shall counsel from each Holder, to indemnify and hold harmless Heritage (in the same manner and to the same extent as set forth in the immediately preceding sentence but only paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Act, with reference respect to written any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through an instrument duly executed by or on behalf of Acquiror or its transferee the Holder specifically for use in the preparation of such registration statement, and any preliminary prospectus included therein, or any final prospectus or such amendment or supplement thereto; . Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of these provisions, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and Acquiror or to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its transferee shall reimburse Heritage election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses reasonably incurred by Heritage the latter in connection with investigation or the defense of any such lossthereof. PLEASE SIGN, claim, damage, liability or action.DATE AND FURNISH THE BOXED INFORMATION

Registration Indemnification. In connection with the filing of (a) Blockbuster and any such registration statement, Heritage shall Blockbuster Subsidiary Obligor jointly and severally agree to indemnify and hold harmless Acquiror or its transferee Viacom and each Person, if any, who controls Viacom within the meaning of the Securities Act and Affiliates and Representatives of each of the foregoing from and against any lossesand all Losses (including, claimswithout limitation, damages any legal or liabilitiesother expenses incurred in connection with defending or investigating any such action or claim), joint or severalas incurred, to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon relating to any untrue statement or alleged untrue statement of any a material fact contained in any registration statementin, including any prospectus included thereinor incorporated by reference into, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein in or necessary to make the statements therein not misleadingmisleading in, or incorporated by reference into, (i) any Blockbuster Registration Statement filed at or prior to the date of the Split-Off, including, without limitation, the IPO Registration Statement but excluding the Split-Off Registration Statement; (ii) the sections or portions thereof of the Split-Off Registration Statement set forth on Schedule 2.04(a) attached hereto; and Heritage (iii) any statement in (or incorporated by reference into) the Split-Off Registration Statement that is not in (or incorporated by reference into) the sections or portions thereof of the Split-Off Registration Statement set forth on Schedule 2.04(a), to the extent based on any information furnished to Viacom in writing by Blockbuster expressly for use therein or based on any information which was the subject of a representation letter or bring down letter given by Blockbuster to Viacom in connection with the preparation of Viacom’s financial statements; except that with respect to each of clauses (i) through (iii) of this sentence, Blockbuster and any Blockbuster Subsidiary Obligor shall reimburse Acquiror not be liable in any such case to the extent that any such Losses are arising out of or its transferee relating to any such untrue statement or omission or alleged untrue statement or omission based upon information furnished to Blockbuster in writing by Viacom expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Viacom and shall survive the transfer of such securities. In the case of an offering with respect to which Viacom has designated the lead or managing underwriters (or Viacom is offering securities of Blockbuster directly, without an underwriter), this indemnity does not apply to any Loss arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of any underwriter (or Viacom) to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of Blockbuster as required by the Securities Act and such untrue statement or omission had been corrected in such final prospectus or offering memorandum. (b) Viacom agrees to indemnify and hold harmless Blockbuster and each Person, if any, who controls Blockbuster within the meaning of the Securities Act and Affiliates and Representatives of each of the foregoing from and against any and all Losses (including, without limitation, any legal or other expense expenses incurred in connection with defending or investigating any such action or claim), as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, or any omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading in, or incorporated by reference into, (i) any Blockbuster Registration Statement filed at or prior to the date of the Split-Off (including, without limitation, the IPO Registration Statement but excluding the Split-Off Registration Statement), but only with reference to Losses arising out of information relating to Viacom furnished to Blockbuster in writing by Viacom expressly for use therein; (ii) the sections or portions thereof of the Split-Off Registration Statement set forth on Schedule 2.04(b) attached hereto; and (iii) any statement in (or incorporated by reference into) the Split-Off Registration Statement that is not in (or incorporated by reference into) the sections or portions thereof of the Split-Off Registration Statement set forth on Schedule 2.04(b), to the extent based on any information furnished to Blockbuster in writing by Viacom expressly for use therein; except that with respect to each of clauses (i) through (iii) of this sentence, Viacom shall not be liable in any such case to the extent that any such Losses are arising out of or relating to any such untrue statement or omission or alleged untrue statement or omission based upon (x) information furnished to Viacom in writing by Blockbuster expressly for use therein or (y) any information which was the subject of a representation letter or bring down letter given by Blockbuster to Viacom in connection with the preparation of Viacom’s financial statements. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Blockbuster and shall survive the transfer of such securities. In the case of an offering with respect to which Blockbuster has designated the lead or managing underwriters (or Blockbuster is offering securities of Blockbuster directly, without an underwriter), this indemnity does not apply to any Loss arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of any underwriter (or Blockbuster) to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of Blockbuster as required by the Securities Act and such untrue statement or omission had been corrected in such final prospectus or offering memorandum. (c) If the indemnification provided for in this Section 2.04 shall for any reason be unavailable (other than in accordance with its terms) to an Indemnified Party in respect of any Loss referred to therein, then each Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such Loss as between Blockbuster on the one hand and Viacom on the other, in such proportion as is appropriate to reflect the relative fault of Blockbuster and of Viacom in connection with such statements or omissions which resulted in such Loss as well as any other relevant equitable considerations. The relative fault of Blockbuster on the one hand and of Viacom on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to Viacom’s stock ownership in Blockbuster. The amount paid or payable by an Indemnified Party as a result of the Loss in respect thereof, referred to above in this paragraph (c) shall be deemed to include, for purposes of this paragraph (c), any legal or other expenses reasonably incurred by Acquiror or its transferee such Indemnified Party in connection with investigating or defending any such lossaction or claim. Blockbuster and Viacom agree that it would not be just and equitable if contribution pursuant to this Section 2.04 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. Notwithstanding any other provisions of this Section 2.04, claim, damage, liability or action; provided, however, that Heritage Viacom shall not be liable required to contribute any amount in any case excess of the amount by which the total price at which the securities of Blockbuster were offered by Viacom to the extent that public exceeds the amount of any damages which Viacom has otherwise been required to pay by reason of such loss, claim, damage untrue or liability arises out of or is based upon an alleged untrue statement or omission or an alleged untrue statement or omission made in omission. No party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any party who was not guilty of such registration statement, fraudulent misrepresentation. (d) Indemnification and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf of Acquiror or its transferee specifically for use contribution similar to that specified in the preparation thereof. Acquiror preceding paragraphs of this Section 2.04 (with appropriate modifications) shall be given by Blockbuster and Viacom with respect to any required registration or its transferee other qualification of securities under any state law or regulation or governmental authority. (e) The obligations of the parties under this Section 2.04 shall indemnify and hold harmless Heritage be in addition to any liability which any party may otherwise have to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense of any such loss, claim, damage, liability or actionparty.

Registration Indemnification. In connection with the filing (a) Atlas for itself and on behalf of any such registration statement, Heritage shall its Subsidiaries agrees to indemnify and hold harmless Acquiror or its transferee RAI and each Person, if any, who controls RAI within the meaning of the Securities Act and Affiliates and Representatives of each of the foregoing from and against any lossesand all Losses (including, claimswithout limitation, damages any legal or liabilitiesother expenses incurred in connection with defending or investigating any such action or claim), joint or severalas incurred, to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon relating to any untrue statement or alleged untrue statement of any a material fact contained in in, or incorporated by reference into (i) any Atlas registration statement filed at or prior to the date of the Spin-Off, including, without limitation, the IPO Registration Statement and (ii) any Spin-Off registration statement, including any prospectus included therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that Atlas and Heritage its Subsidiaries shall reimburse Acquiror not be liable in any such case to the extent that any such Losses arise out of or its transferee relate to any such untrue statement or omission or alleged untrue statement or omission based upon information relating to RAI furnished to Atlas in writing by RAI expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of RAI and shall survive the transfer of any of the securities included within the foregoing registration statements. In the case of an offering with respect to which RAI has designated the lead or managing underwriters (or RAI is offering securities of Atlas directly, without an underwriter), this indemnity does not apply to any Losses arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of any underwriter or RAI to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of Atlas as required by the Securities Act and such untrue statement or omission had been corrected in such final prospectus or offering memorandum. (b) RAI agrees to indemnify and hold harmless Atlas and each Person, if any, who controls Atlas within the meaning of the Securities Act and Affiliates, and Representatives of each of the foregoing, from and against any and all Losses (including, without limitation, any legal or other expense expenses incurred in connection with defending or investigating any such action or claim), as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, (i) any Atlas registration statement filed at or prior to the date of the Spin-Off, including, without limitation, the IPO Registration Statement, and (ii) any Spin-Off registration statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to Losses arising out of or relating to any untrue statement or omission or alleged untrue statement or omission based on information relating to RAI furnished to Atlas in writing by RAI expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Atlas and shall survive the transfer of any of the securities included within the foregoing registration statements. In the case of an offering with respect to which Atlas has designated the lead or managing underwriters (or Atlas is offering securities of Atlas directly, without an underwriter), this indemnity does not apply to any Losses arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of any underwriter or Atlas to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of Atlas as required by the Securities Act and such untrue statement or omission had been corrected in such final prospectus or offering memorandum. (c) If the indemnification provided for in this Section 6.04 shall for any reason be unavailable (other than in accordance with its terms) to an Indemnified Party in respect of any Loss referred to therein, then each Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such Loss as between Atlas on the one hand and RAI on the other, in such proportion as is appropriate to reflect the relative fault of Atlas and of RAI in connection with such statements or omissions which resulted in such Loss as well as any other relevant equitable considerations. The relative fault of Atlas on the one hand and of RAI on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to RAI's stock ownership in Atlas. The amount paid or payable by an Indemnified Party as a result of the Loss in respect thereof, referred to above in this paragraph (c) shall be deemed to include, for purposes of this paragraph (c), any legal or other expenses reasonably incurred by Acquiror or its transferee such Indemnified Party in connection with investigating or defending any such lossaction or claim. Atlas and RAI agree that it would not be just and equitable if contribution pursuant to this Section 6.04 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. Notwithstanding any other provisions of this Section 6.04, claim, damage, liability or action; provided, however, that Heritage RAI shall not be liable required to contribute any amount in excess of the net proceeds received by RAI from the securities offered. No party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any case party who was not guilty of such fraudulent misrepresentation. (d) Indemnification and contribution similar to that specified in the preceding paragraphs of this Section 6.04 (with appropriate modifications) shall be given by Atlas and RAI with respect to any required registration or other qualification of securities under any state law or regulation or governmental authority. (e) The obligations of the parties under this Section 6.04 shall be in addition to any liability which any party may otherwise have to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission made in such registration statement, and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf of Acquiror or its transferee specifically for use in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense of any such loss, claim, damage, liability or actionparty.

Registration Indemnification. In connection (a) ADSX (or VeriChip, if VeriChip becomes a party to this Agreement pursuant to Section 2.7 and any portion of the Merger Consideration is paid with the filing of any such registration statementVeriChip Common Stock”), Heritage shall indemnify each Holder and hold harmless Acquiror each Holder’s directors, officers, partners, legal counsel and accountants and each person who controls within the meaning of Section 15 of the Securities Act any Holder, with respect to which registration, qualification or its transferee compliance has been effected pursuant to this Article IV, against any lossesall expenses, claims, damages or liabilities, joint or several, to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or and liabilities (or actions actions, proceedings or settlements in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any prospectus or other document (including any related registration statement, including notification or the like) incident to any prospectus included thereinsuch registration, qualification or compliance, or based on any amendment omission (or supplement thereto, or arise out of or are based upon the omission or the alleged omission 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 ADSX (or VeriChip, if applicable) of the Securities Act or any rule or regulation thereunder applicable to ADSX (or VeriChip, if applicable), and Heritage shall relating to action or inaction required of ADSX (or VeriChip, if applicable), in connection with any such registration, qualification or compliance, and will reimburse Acquiror or its transferee each such Holder and each person controlling such Holder, for any legal or other expense expenses reasonably incurred by Acquiror or its transferee in connection with investigating and defending or defending settling any such claim, loss, claim, damage, liability or action; provided, however, that Heritage shall not in no case will ADSX (or VeriChip, if applicable), be liable in any case liable, directly or indirectly, to the extent that any such lossexpenses, claimclaims, damage losses, damages and liabilities (or liability actions, proceedings or settlements in respect thereof) arises out of or is based upon an on any untrue statement or alleged untrue statement or omission or an alleged omission contained in information furnished in writing to ADSX (or VeriChip, if applicable), by a Holder or a Holder’s officers, directors or owner who controls the Holder, expressly for use in any prospectus or other document (including any related Registration Statement, notification or the like) incident to any such registration, qualification or compliance under this Article IV. (b) Each Holder, severally and not jointly, hereby agrees to indemnify and hold harmless ADSX (or VeriChip, if applicable), and each of their directors, officers, partners, legal counsel and accountants and each person who controls within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement or alleged untrue statement or omission made or alleged omission contained in such registration statement, and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to ADSX (or VeriChip, if applicable), by a Holder or on behalf of Acquiror a Holder’s officers, directors or its transferee specifically owner who control the Holder, expressly for use in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation document (including any related Registration Statement, notification or defense of the like) incident to any such lossregistration, claim, damage, liability qualification or actioncompliance under this Article IV.

Registration Indemnification. In connection with the filing event of any such registration statementunder ---------------------------- the Act pursuant to Section 9 of Registrable Securities of any Holder, Heritage shall indemnify and the Company will hold harmless Acquiror such Holder and each underwriter of such securities and each other person, if any, who controls such Holder or its transferee such underwriter within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which Acquiror such Holder or its transferee such underwriter or controlling person may become subjectsubject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement theretothereto on the effective date thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall will reimburse Acquiror or its transferee such Holder and each such underwriter and each such controlling person for any legal or any other expense expenses reasonably incurred by Acquiror or its transferee them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall the -------- ------- Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission or alleged omission made in such registration statement, and any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or on behalf of Acquiror or its transferee such underwriter specifically for use in the preparation thereof. Acquiror or It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities then held by a Holder that the Company shall have received an undertaking reasonably satisfactory to it and its transferee shall counsel from each Holder, to indemnify and hold harmless Heritage (in the same manner and to the same extent as set forth in the immediately preceding sentence but only paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Act, with reference respect to written any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through an instrument duly executed by or on behalf of Acquiror or its transferee the Holder specifically for use in the preparation of such registration statement, and any preliminary prospectus included therein, or any final prospectus or such amendment or supplement thereto; . Promptly after receipt by an indemnified party under this Section 9.8 of notice of the commencement of any action involving a claim referred to in the preceding provisions of Section 9.8, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and Acquiror or assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its transferee shall reimburse Heritage election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses reasonably incurred by Heritage the latter in connection with investigation or the defense of any such loss, claim, damage, liability or actionthereof.

Registration Indemnification. In connection with the filing (a) Atlas for itself and on behalf of any such registration statement, Heritage shall its Subsidiaries agrees to indemnify and hold harmless Acquiror or its transferee RAI and each Person, if any, who controls RAI within the meaning of the Securities Act and Affiliates and Representatives of each of the foregoing from and against any lossesand all Losses (including, claimswithout limitation, damages any legal or liabilitiesother expenses incurred in connection with defending or investigating any such action or claim), joint or severalas incurred, to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon relating to any untrue statement or alleged untrue statement of any a material fact contained in in, or incorporated by reference into (i) any Atlas registration statement filed at or prior to the date of the Spin-Off, including, without limitation, the IPO Registration Statement and (ii) any Spin-Off registration statement, including any prospectus included therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that Atlas and Heritage its Subsidiaries shall reimburse Acquiror not be liable in any such case to the extent that any such Losses arise out of or its transferee relate to any such untrue statement or omission or alleged untrue statement or omission based upon information relating to RAI furnished to Atlas by RAI expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of RAI and shall survive the transfer of any of the securities included within the foregoing registration statements. In the case of an offering with respect to which RAI has designated the lead or managing underwriters (or RAI is offering securities of Atlas directly, without an underwriter), this indemnity does not apply to any Losses arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of any underwriter or RAI to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of Atlas as required by the Securities Act and such untrue statement or omission had been corrected in such final prospectus or offering memorandum. (b) RAI agrees to indemnify and hold harmless Atlas and each Person, if any, who controls Atlas within the meaning of the Securities Act and Affiliates, and Representatives of each of the foregoing, from and against any and all Losses (including, without limitation, any legal or other expense expenses incurred in connection with defending or investigating any such action or claim), as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, (i) any Atlas registration statement filed at or prior to the date of the Spin-Off, including, without limitation, the IPO Registration Statement, and (ii) any Spin-Off registration statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to Losses arising out of or relating to any untrue statement or omission or alleged untrue statement or omission based on information relating to RAI furnished to Atlas in writing by RAI expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Atlas and shall survive the transfer of any of the securities included within the foregoing registration statements. In the case of an offering with respect to which Atlas has designated the lead or managing underwriters (or Atlas is offering securities of Atlas directly, without an underwriter), this indemnity does not apply to any Losses arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of any underwriter or Atlas to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of Atlas as required by the Securities Act and such untrue statement or omission had been corrected in such final prospectus or offering memorandum. (c) If the indemnification provided for in this Section 6.04 shall for any reason be unavailable (other than in accordance with its terms) to an Indemnified Party in respect of any Loss referred to therein, then each Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such Loss as between Atlas on the one hand and RAI on the other, in such proportion as is appropriate to reflect the relative fault of Atlas and of RAI in connection with such statements or omissions which resulted in such Loss as well as any other relevant equitable considerations. The relative fault of Atlas on the one hand and of RAI on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to RAI's stock ownership in Atlas. The amount paid or payable by an Indemnified Party as a result of the Loss in respect thereof, referred to above in this paragraph (c) shall be deemed to include, for purposes of this paragraph (c), any legal or other expenses reasonably incurred by Acquiror or its transferee such Indemnified Party in connection with investigating or defending any such lossaction or claim. Atlas and RAI agree that it would not be just and equitable if contribution pursuant to this Section 6.04 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. Notwithstanding any other provisions of this Section 6.04, claim, damage, liability or action; provided, however, that Heritage RAI shall not be liable required to contribute any amount in excess of the net proceeds received by RAI from the securities offered. No party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any case party who was not guilty of such fraudulent misrepresentation. (d) Indemnification and contribution similar to that specified in the preceding paragraphs of this Section 6.04 (with appropriate modifications) shall be given by Atlas and RAI with respect to any required registration or other qualification of securities under any state law or regulation or governmental authority. (e) The obligations of the parties under this Section 6.04 shall be in addition to any liability which any party may otherwise have to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission made in such registration statement, and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf of Acquiror or its transferee specifically for use in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense of any such loss, claim, damage, liability or actionparty.

Registration Indemnification. In connection with For the filing purposes of any such registration statement, Heritage shall this Article VII: (a) the Borrower agrees to indemnify and hold harmless Acquiror or its transferee each Selling Shareholder from and against any losses, claims, damages or liabilities, joint or several, liabilities to which Acquiror or its transferee such Selling Shareholder may become subjectsubject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any untrue statement of a material fact contained in the Registration Statement, (ii) any inaccuracy in the representations and warranties of the Borrower or Parent contained in this Note or the failure of the Borrower or Parent to perform its obligations hereunder or (iii) any failure by the Parent to fulfill any undertaking included in the Registration Statement, and the Borrower will reimburse such Selling Shareholder for any reasonable legal expense or other actual accountable out-of-pocket expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Borrower shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information furnished to the Borrower or Parent by or on behalf of such Selling Shareholder specifically for use in preparation of the Registration Statement or the failure of such Selling Shareholder to comply with its covenants and agreements contained herein or any statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to the Selling Shareholder prior to the pertinent sale or sales by the Selling Shareholder. (b) Holder agrees to indemnify and hold harmless the Parent and Company Subsidiaries (and each person, if any, who controls the Parent or Company Subsidiaries within the meaning of Section 15 of the Securities Act, each officer of the Parent who signs the Registration Statement and each director of the Parent and Company Subsidiaries) from and against any losses, claims, damages or liabilities to which the Parent or Company Subsidiaries (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any failure by Holder to comply with the covenants and agreements contained herein or (ii) any untrue statement of a material fact contained in the Registration Statement if, and only if, such untrue statement was made in reliance upon and in conformity with written information furnished by or on behalf of the Holder specifically for use (and identified as such) in preparation of the Registration Statement, and the Investor will reimburse the Parent or Company Subsidiary (or such officer, director or controlling person, as the case may be), for any reasonable legal expense or other reasonable actual accountable out-of-pocket expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim. The obligation to indemnify shall be limited to the net amount of the proceeds received by the Holder from the sale of the Common Shares pursuant to the Registration Statement. (c) Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Article VII, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Article VII (except to the extent that such omission materially and adversely affects the indemnifying party’s ability to defend such action) or from any liability otherwise than under this Article VII. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof (unless it has failed to assume the defense thereof and appoint counsel reasonably satisfactory to the indemnified party), such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the reasonable opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel (who shall not be the same as the opining counsel) at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could reasonably have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Article VII is unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) arise out in such proportion as is appropriate to reflect the relative fault of the Parent and Company Subsidiaries on the one hand and the Holder on the other in connection with the statements or are based upon omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any amendment or supplement thereto, or arise out of or are based upon relates to information supplied by the omission Parent and Company Subsidiaries on the one hand or the alleged omission Investor on the other and the parties’ relative intent, knowledge, access to state therein information and opportunity to correct or prevent such untrue statement. Borrower and the Holder agree that it would not be just and equitable if contribution pursuant to this subsection were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection. The amount paid or payable by an indemnified party as a material fact required result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection shall be stated therein or necessary deemed to make the statements therein not misleading; and Heritage shall reimburse Acquiror or its transferee for include any legal or other expense expenses reasonably incurred by Acquiror or its transferee such indemnified party in connection with investigating or defending any such lossaction or claim. Notwithstanding the provisions of this subsection, claim, damage, liability or action; provided, however, that Heritage Holder shall not be liable required to contribute any amount in excess of the amount by which the net amount received by the Holder from the sale of the Shares to which such loss relates exceeds the amount of any case damages which the Holder has otherwise been required to pay to the extent that any such loss, claim, damage Parent or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission made in such registration statement, and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished Company Subsidiaries by or on behalf of Acquiror or its transferee specifically for use in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation reason of such registration untrue statement, and . No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense person who was not guilty of any such loss, claim, damage, liability or actionfraudulent misrepresentation.

Registration Indemnification. In connection with For the filing purposes of any such registration statement, Heritage shall this appendix: (i) The Company agrees to indemnify and hold harmless Acquiror or its transferee each Selling Shareholder from and against any losses, claims, damages or liabilities, joint or several, liabilities to which Acquiror or its transferee such Selling Shareholder may become subjectsubject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any untrue statement contained in the Registration Statement, (ii) any inaccuracy in the representations and warranties of the Company contained in this appendix or the failure of the Company to perform its obligations hereunder or (iii) any failure by the Company to fulfill any undertaking included in the Registration Statement, and the Company will reimburse such Selling Shareholder for any reasonable legal expense or other actual accountable out-of-pocket expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Selling Shareholder specifically for use in preparation of the Registration Statement or the failure of such Selling Shareholder to comply with its covenants and agreements contained herein or any statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to the Selling Shareholder prior to the pertinent sale or sales by the Selling Shareholder. (ii) The Holder agrees to indemnify and hold harmless the Company and Company Subsidiaries (and each person, if any, who controls the Company or Company Subsidiaries within the meaning of Section 15 of the Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company and Company Subsidiaries) from and against any losses, claims, damages or liabilities to which the Company or Company Subsidiaries (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any inaccuracy in the representations and warranties of the Holder contained in this appendix or the failure of the Holder to perform its obligations hereunder or (ii) any untrue statement contained in the Registration Statement if, and only if, such untrue statement was made in reliance upon and in conformity with written information furnished by or on behalf of the Holder specifically for use (and identified as such) in preparation of the Registration Statement, and Holder will reimburse the Company or Company Subsidiary (or such officer, director or controlling person, as the case may be), for any reasonable legal expense or other reasonable actual accountable out-of-pocket expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim. The obligation to indemnify shall be limited to the net amount of the proceeds received by the Selling Shareholder from the sale of the Shares pursuant to the Registration Statement. (iii) Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this appendix, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this appendix (except to the extent that such omission materially and adversely affects the indemnifying party’s ability to defend such action) or from any liability otherwise than under this appendix. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof (unless it has failed to assume the defense thereof and appoint counsel reasonably satisfactory to the indemnified party), such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the reasonable opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel (who shall not be the same as the opining counsel) at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could reasonably have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding. (iv) If the indemnification provided for in this appendix is unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) arise out in such proportion as is appropriate to reflect the relative fault of the Company and Company Subsidiaries, on the one hand, and the Holder, on the other, in connection with the statements or are based upon omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement or alleged untrue statement of any material fact contained in any registration statementrelates to information supplied by the Company and Company Subsidiaries, including any prospectus included thereinon the one hand, or Holder, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this subsection were determined by pro rata allocation or by any amendment other method of allocation which does not take into account the equitable considerations referred to above in this subsection. The amount paid or supplement theretopayable by an indemnified party as a result of the losses, claims, damages or arise out of liabilities (or are based upon the omission or the alleged omission actions in respect thereof) referred to state therein a material fact required above in this subsection shall be deemed to be stated therein or necessary to make the statements therein not misleading; and Heritage shall reimburse Acquiror or its transferee for include any legal or other expense expenses reasonably incurred by Acquiror or its transferee such indemnified party in connection with investigating or defending any such lossaction or claim. Notwithstanding the provisions of this subsection, claim, damage, liability or action; provided, however, that Heritage the Holder shall not be liable required to contribute any amount in excess of the amount by which the net amount received by the Holder from the sale of the Shares to which such loss relates exceeds the amount of any case damages which the Holder has otherwise been required to pay to the extent that any such loss, claim, damage Company or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission made in such registration statement, and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished Company Subsidiaries by or on behalf of Acquiror or its transferee specifically for use in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation reason of such registration untrue statement, and . No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense person who was not guilty of any such loss, claim, damage, liability or actionfraudulent misrepresentation.

Registration Indemnification. In connection with the filing of any such registration statement(a) The Company agrees, Heritage shall without limitation as to time, to indemnify and hold harmless Acquiror or harmless, to the fullest extent permitted by law, Gxxxxx Dxxx and its transferee affiliates and their respective employees, managers, and partners from and against any all losses, claimsas incurred, damages arising out of, caused by, resulting from, or liabilities, joint or several, relating to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement statement) of any a material fact contained in any registration statementthe Shelf Registration Statement, including any prospectus, or preliminary prospectus included therein, or any amendment or supplement thereto, thereto or arise out any omission (or alleged omission) of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; misleading and Heritage shall will reimburse Acquiror or its transferee each such indemnified person for any reasonable legal or and other expense reasonably expenses incurred by Acquiror or its transferee in connection with investigating and defending or defending settling any such claim, loss, claim, damage, liability liability, or action; provided, howeverexcept insofar as the same are caused by any information furnished in writing to the Company by any such indemnified person expressly for use therein. (b) Gxxxxx Dxxx agrees, without limitation as to time, to indemnify the Company, its directors, officers, and employees from and against all losses, as incurred, arising out of, caused by, resulting from, or relating to any untrue statement by Gxxxxx Dxxx (or alleged untrue statement) of material fact contained in the registration statement, prospectus, or preliminary prospectus or any amendment or supplement thereto or any omission by Gxxxxx Dxxx (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and will reimburse such indemnified persons for any reasonable legal and other expenses incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, in each case solely to the extent, and only to the extent, that Heritage shall not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission is made in such registration statement, and any prospectus, or preliminary prospectus included therein, or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information furnished in writing to the Company by Gxxxxx Dxxx expressly for use therein. Notwithstanding the foregoing, Gxxxxx Dxxx shall not be liable under this Section 1.5(b) for amounts in excess of the net proceeds received by Gxxxxx Dxxx from its sale of Shares in connection with the offering that gave rise to such liability. (c) Any person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, however, the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been actually and materially prejudiced by such failure to provide such notice on a timely basis. (d) In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof and acknowledging the obligations of the indemnifying party with respect to such proceeding, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision, and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that (A) there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party or (B) such action involves, or is reasonably likely to have an effect on, matters that are beyond the scope of matters that are subject to indemnification in accordance with this Section 1.4, or (ii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or would reasonably be expected to be materially prejudiced by such delay, and in either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining one separate legal counsel). Notwithstanding any such assumption by an indemnifying party, the indemnified party shall have the right to employ separate counsel in any such matter and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party except as provided in the previous sentence. An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent. No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such settlement (x) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation, (y) does not include any statement as to or any admission of fault, culpability, or a failure to act by or on behalf of Acquiror any indemnified party, and (z) is settled solely for cash for which the indemnified party would be entitled to indemnification hereunder. (e) The indemnification provided for under this Agreement shall be in addition to any other rights to indemnification or its transferee specifically for use contribution which any indemnified party may have by law or contract, shall remain in the preparation thereof. Acquiror or its transferee shall indemnify full force and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished effect regardless of any investigation made by or on behalf of Acquiror any indemnified party and shall survive the transfer of the Shares and the termination of this Agreement. (f) If recovery is not available under the foregoing indemnification provisions for any reason or its transferee reasons other than as specified therein, any person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any losses with respect to which such person would be entitled to such indemnification but for use such reason or reasons, in such proportion as is appropriate to reflect the preparation relative fault of such registration statementthe indemnifying party, on the one hand, and any prospectus included thereinsuch indemnified party, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or on the other expenses reasonably incurred by Heritage hand, in connection with investigation the actions, statements, or defense omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, the persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances. If, however, the allocation provided above is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such lossindemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, claim, damage, liability or actionGxxxxx Dxxx shall not be required to make a contribution in excess of the net proceeds received by Gxxxxx Dxxx from its sale of the Shares in connection with the offering that gave rise to the contribution obligation.

Registration Indemnification. In connection with the filing event of any such registration statementunder ---------------------------- the Act pursuant to this Section 2 of Registrable Securities of any Holder, Heritage shall indemnify and the Company will hold harmless Acquiror such Holder and each underwriter of such securities and each other person, if any, who controls such Holder or its transferee such underwriter within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which Acquiror such Holder or its transferee such underwriter or controlling person may become subjectsubject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement theretothereto on the effective date thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall will reimburse Acquiror or its transferee such Holder and each such underwriter and each such controlling person for any legal or any other expense expenses reasonably incurred by Acquiror or its transferee them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall the -------- ------- Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission or alleged omission made in such registration statement, and any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or on behalf of Acquiror or its transferee such underwriter specifically for use in the preparation thereof. Acquiror or It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities then held by a Holder that the Company shall have received an undertaking reasonably satisfactory to it and its transferee shall counsel from each Holder, to indemnify and hold harmless Heritage (in the same manner and to the same extent as set forth in the immediately preceding sentence but only paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Act, with reference respect to written any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through an instrument duly executed by or on behalf of Acquiror or its transferee the Holder specifically for use in the preparation of such registration statement, and any preliminary prospectus included therein, or any final prospectus or such amendment or supplement thereto; . Promptly after receipt by an indemnified party under this Section 2.6 of notice of the commencement of any action involving a claim referred to in the preceding provisions of Section 2.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and Acquiror or assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its transferee shall reimburse Heritage election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses reasonably incurred by Heritage the latter in connection with investigation or the defense of any such loss, claim, damage, liability or actionthereof.

Registration Indemnification. In connection with (a) Each Holder shall, severally and not jointly, indemnify the filing Company, its directors, officers, shareholders, employees, accountants, attorneys and agents and each Person who controls (within the meaning of any such registration statementSection 15 of the Securities Act and Section 20 of the Exchange Act) the Company, Heritage shall indemnify from and hold harmless Acquiror or its transferee against any all losses, claims, damages or damages, liabilities, joint costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or several, relating to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement statement) of any material fact contained in any registration statementthe Shelf Registration Statement, including any prospectus, preliminary prospectus included therein, or Free Writing Prospectus or any amendment or supplement thereto, thereto or arise out any omission (or alleged omission) of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall reimburse Acquiror or its transferee for any legal or other expense reasonably incurred by Acquiror or its transferee (in connection with investigating or defending any such lossthe case of a prospectus, claimpreliminary prospectus, damage, liability or action; provided, however, that Heritage shall not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission made in such registration statement, and any prospectus included therein, Free Writing Prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case solely to the extent, but only to the extent, that such untrue statement or omission is made in such registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information regarding such Holder furnished to the Company by or on behalf of Acquiror or its transferee specifically such Holder expressly for use inclusion in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage . (b) If recovery is not available under the foregoing indemnification provisions for any legal reason or reasons other expenses reasonably incurred than as specified therein, any Person who would otherwise be entitled to indemnification by Heritage the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with investigation the actions, statements or defense omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, the Person’s relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any such lossstatement or omission, claim, damage, liability and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or actionper capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation. (c) The indemnification and contribution provided for under this Agreement shall survive the sale of the Registrable Securities and the termination of this Agreement.

Registration Indemnification. In connection with the filing event of any such registration statement---------------------------- under the 1933 Act of Registrable Securities of any Holder pursuant to this section 8.15, Heritage shall indemnify and the Company will hold harmless Acquiror such Holder and each underwriter of such securities and each other person, if any, who controls such Holder or its transferee such underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which Acquiror such Holder or its transferee such underwriter or controlling person may become subjectsubject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement theretothereto on the effective date thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall will reimburse Acquiror or its transferee such Holder and each such underwriter and each such controlling person for any legal or any other expense expenses reasonably incurred by Acquiror or its transferee them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission or alleged omission made in such registration statement, and any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or on behalf of Acquiror or its transferee such underwriter specifically for use in the preparation thereof. Acquiror or It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities then held by a Holder that the Company shall have received an undertaking satisfactory to it and its transferee shall counsel from each Holder, to indemnify and hold harmless Heritage (in the same manner and to the same extent as set forth in the immediately preceding sentence but only paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the 1933 Act, with reference respect to written any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through an instrument duly executed by or on behalf of Acquiror or its transferee the Holder specifically for use in the preparation of such registration statement, and any preliminary prospectus included therein, or any final prospectus or such amendment or supplement thereto; . Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of these provisions, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and Acquiror or to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its transferee shall reimburse Heritage election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses reasonably incurred by Heritage the latter in connection with investigation or the defense of any such loss, claim, damage, liability or actionthereof.

Registration Indemnification. In connection with (a) Each Holder shall, severally and not jointly, indemnify the filing Company, its directors, officers, shareholders, employees, accountants, attorneys and agents and each Person who controls (within the meaning of any such registration statementSection 15 of the Securities Act and Section 20 of the Exchange Act) the Company, Heritage shall indemnify from and hold harmless Acquiror or its transferee against any all losses, claims, damages or damages, liabilities, joint costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or several, relating to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement statement) of any material fact contained in any registration statementthe Shelf Registration Statement, including any prospectus, preliminary prospectus included therein, or Free Writing Prospectus or any amendment or supplement thereto, thereto or arise out any omission (or alleged omission) of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall reimburse Acquiror or its transferee for any legal or other expense reasonably incurred by Acquiror or its transferee (in connection with investigating or defending any such lossthe case of a prospectus, claimpreliminary prospectus, damage, liability or action; provided, however, that Heritage shall not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission made in such registration statement, and any prospectus included therein, Free Writing Prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case solely to the extent, but only to the extent, that such untrue statement or omission is made in such registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information regarding such Holder furnished to the Company by or on behalf of Acquiror or its transferee specifically such Holder expressly for use inclusion in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage . (b) If recovery is not available under the foregoing indemnification provisions for any legal reason or reasons other expenses reasonably incurred than as specified therein, any Person who would otherwise be entitled to indemnification by Heritage the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with investigation the actions, statements or defense omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, the Person’s relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any such lossstatement or omission, claim, damage, liability and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or actionper capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation. (c) The indemnification and contribution provided for under this Agreement shall survive the sale of the Registrable Shares and the termination of this Agreement.

Registration Indemnification. In connection with the filing event of any such registration statementunder ---------------------------- the Securities Act pursuant to paragraph 9 of Registrable Securities of any Holder, Heritage shall indemnify and the Company will hold harmless Acquiror such Holder and each underwriter of such securities and each other person, if any, who controls such Holder or its transferee such underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which Acquiror such Holder or its transferee such underwriter or controlling person may become subjectsubject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement theretothereto on the effective date thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall will reimburse Acquiror or its transferee such Holder and each such underwriter and each such controlling person for any legal or any other expense expenses reasonably incurred by Acquiror or its transferee them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission or alleged omission made in such registration statement, and any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or on behalf of Acquiror or its transferee such underwriter specifically for use in the preparation thereof. Acquiror or It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities then held by a Holder that the Company shall have received an undertaking reasonably satisfactory to it and its transferee shall counsel from each Holder, to indemnify and hold harmless Heritage (in the same manner and to the same extent as set forth in the immediately preceding sentence but only paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with reference respect to written any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through an instrument duly executed by or on behalf of Acquiror or its transferee the Holder specifically for use in the preparation of such registration statement, and any preliminary prospectus included therein, or any final prospectus or such amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense of any such loss, claim, damage, liability or action.

Registration Indemnification. In connection with the filing of (a) Blockbuster and ---------------------------- any such registration statement, Heritage shall Blockbuster Subsidiary Obligor jointly and severally agree to indemnify and hold harmless Acquiror or its transferee Viacom and each Person, if any, who controls Viacom within the meaning of the Securities Act and Affiliates and Representatives of each of the foregoing from and against any lossesand all Losses (including, claimswithout limitation, damages any legal or liabilitiesother expenses incurred in connection with defending or investigating any such action or claim), joint or severalas incurred, to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon relating to any untrue statement or alleged untrue statement of any a material fact contained in any registration statement, including any prospectus included thereinin, or incorporated by reference into (i) any amendment Blockbuster Registration Statement filed at or supplement theretoprior to the date of the Split-Off, including, without limitation, the IPO Registration Statement and (ii) any Split-Off Registration Statement or arise out of or are based upon the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that Blockbuster and Heritage any Blockbuster Subsidiary Obligor shall reimburse Acquiror not be liable in any such case to the extent that any such Losses are arising out of or its transferee relating to any such untrue statement or omission or alleged untrue statement or omission based upon information relating to Viacom furnished to Blockbuster in writing by Viacom expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Viacom and shall survive the transfer of such securities. In the case of an offering with respect to which Viacom has designated the lead or managing underwriters (or Viacom is offering securities of Blockbuster directly, without an underwriter), this indemnity does not apply to any Loss arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of any underwriter (or Viacom) to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of Blockbuster as required by the Securities Act and such untrue statement or omission had been corrected in such final prospectus or offering memorandum. (b) Viacom agrees to indemnify and hold harmless Blockbuster and each Person, if any, who controls Blockbuster within the meaning of the Securities Act and Affiliates and Representatives of each of the foregoing from and against any and all Losses (including, without limitation, any legal or other expense expenses incurred in connection with defending or investigating any such action or claim), as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, (i) any Blockbuster Registration Statement filed at or prior to the date of the Split-Off, including, without limitation, the IPO Registration Statement, (ii) and any Split-Off Registration Statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to Losses arising out of or relating to any untrue statement or omission or alleged untrue statement or omission based on information relating to Viacom furnished to Blockbuster in writing by Viacom expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Blockbuster and shall survive the transfer of such securities. In the case of an offering with respect to which Blockbuster has designated the lead or managing underwriters (or Blockbuster is offering securities of Blockbuster directly, without an underwriter), this indemnity does not apply to any Loss arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of any underwriter (or Blockbuster) to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of Blockbuster as required by the Securities Act and such untrue statement or omission had been corrected in such final prospectus or offering memorandum. (c) If the indemnification provided for in this Section 2.04 shall for any reason be unavailable (other than in accordance with its terms) to an Indemnified Party in respect of any Loss referred to therein, then each Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such Loss as between Blockbuster on the one hand and Viacom on the other, in such proportion as is appropriate to reflect the relative fault of Blockbuster and of Viacom in connection with such statements or omissions which resulted in such Loss as well as any other relevant equitable considerations. The relative fault of Blockbuster on the one hand and of Viacom on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to Viacom's stock ownership in Blockbuster. The amount paid or payable by an Indemnified Party as a result of the Loss in respect thereof, referred to above in this paragraph (c) shall be deemed to include, for purposes of this paragraph (c), any legal or other expenses reasonably incurred by Acquiror or its transferee such Indemnified Party in connection with investigating or defending any such lossaction or claim. Blockbuster and Viacom agree that it would not be just and equitable if contribution pursuant to this Section 2.04 were determined by pro rata allocation or by any other method of --- ---- allocation which does not take account of the equitable considerations referred to in this paragraph. Notwithstanding any other provisions of this Section 2.04, claim, damage, liability or action; provided, however, that Heritage Viacom shall not be liable required to contribute any amount in any case excess of the amount by which the total price at which the securities of Blockbuster were offered by Viacom to the extent that public exceeds the amount of any damages which Viacom has otherwise been required to pay by reason of such loss, claim, damage untrue or liability arises out of or is based upon an alleged untrue statement or omission or an alleged untrue statement or omission made in omission. No party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any party who was not guilty of such registration statement, fraudulent misrepresentation. (d) Indemnification and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf of Acquiror or its transferee specifically for use contribution similar to that specified in the preparation thereof. Acquiror preceding paragraphs of this Section 2.04 (with appropriate modifications) shall be given by Blockbuster and Viacom with respect to any required registration or its transferee other qualification of securities under any state law or regulation or governmental authority. (e) The obligations of the parties under this Section 2.04 shall indemnify and hold harmless Heritage be in addition to any liability which any party may otherwise have to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense of any such loss, claim, damage, liability or actionparty.

Registration Indemnification. In connection with the filing event of any such registration statementRegistration under ---------------------------- the Act pursuant to these provisions of Registrable Securities of any Holder, Heritage shall indemnify and the Company will hold harmless Acquiror such Holder and each underwriter of such securities and each other person, if any, who controls such Holder or its transferee such underwriter within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which Acquiror such Holder or its transferee such underwriter or controlling person may become subjectsubject under the Act or otherwise, insofar as an such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement theretothereto on the effective date thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall will reimburse Acquiror or its transferee such Holder and each such underwriter and each such controlling person for any legal or any other expense expenses reasonably incurred by Acquiror or its transferee them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission or alleged omission made in such registration statement, and any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or on behalf of Acquiror or its transferee such underwriter specifically for use in the preparation thereof. Acquiror or It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities then held by a Holder that the Company shall have received an undertaking satisfactory to it and its transferee shall indemnify counsel from each Holder, to indemnity and hold harmless Heritage (in the same manner and to the same extent as set forth in the immediately preceding sentence but only paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Act, with reference respect to written any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through an instrument duly executed by or on behalf of Acquiror or its transferee the Holder specifically for use in the preparation of such registration statement, and any preliminary prospectus included therein, or any final prospectus or such amendment or supplement thereto; . Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of these provisions, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and Acquiror or to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its transferee shall reimburse Heritage election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses reasonably incurred by Heritage the latter in connection with investigation or the defense of any such loss, claim, damage, liability or actionthereof.

Registration Indemnification. In connection with the filing of any such registration statement, Heritage (a) Parent shall indemnify and hold harmless Acquiror or its transferee harmless, to the fullest extent permitted by Applicable Law, the Trustees and their Affiliates and their respective officers, directors, employees, accountants, attorneys and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such indemnified Person and the officers, directors, employees, accountants, attorneys and agents of each such controlling Person (each, a “Trust Indemnified Person”), from and against any all losses, claims, damages or damages, liabilities, joint or severalcosts, to which Acquiror or its transferee may become subjectexpenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), insofar judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as such lossesincurred, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon resulting from any untrue statement (or alleged untrue statement statement) of any a material fact contained in any registration statement, including any prospectus included therein, or preliminary prospectus or Free Writing Prospectus filed pursuant to this Agreement or any amendment or supplement thereto, thereto or arise out any omission (or alleged omission) of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; misleading and Heritage shall any violation by Parent of the Securities Act, the Exchange Act, and state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to any registration statement, and (without limitation of the preceding portions of this Section 3.8(a)) will reimburse Acquiror or its transferee the Trust Indemnified Person, for any legal or and any other expense expenses reasonably incurred by Acquiror or its transferee in connection with investigating and defending or defending settling any such lossclaim, claimLoss, damage, liability or action; provided, howeverexcept in each case insofar as the same are caused by any information furnished to Parent by or on behalf of any Trust Indemnified Person expressly for use therein. (b) In connection with any registration statement in which the Trustees are participating, that Heritage the Trustees shall not be liable indemnify and hold harmless, to the fullest extent permitted by Applicable Law, Parent and its Affiliates and their respective officers, directors, employees, accountants, attorneys and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) Parent or such other indemnified Person and the officers, directors, employees, accountants, attorneys and agents of each such controlling Person (each, a “Parent Indemnified Person”), from and against all Losses, as incurred, arising out of or resulting from any untrue statement (or alleged untrue statement) of material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus filed pursuant to this Agreement or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (without limitation of the preceding portions of this Section 3.8(b)) will reimburse the Parent Indemnified Person, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, in each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission is made in such registration statement, and any prospectus included therein, or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information furnished to Parent by or on behalf of Acquiror or its transferee specifically the Trustees for use inclusion in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto. Notwithstanding the foregoing, the Trustees shall not be required to provide indemnification in excess of the amount equal to the net proceeds actually received by the Trustees and their Affiliates from their sale of Registrable Securities in connection with the offering that gave rise to the indemnification obligation. (c) Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, however, that the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been actually and Acquiror or materially prejudiced by such failure to provide such notice on a timely basis. (d) In any case in which any such action is brought against any indemnified party, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its transferee election to so assume the defense thereof and acknowledging the obligations of the indemnifying party with respect to such proceeding, the indemnifying party will not (so long as it shall reimburse Heritage continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expenses reasonably expense subsequently incurred by Heritage such indemnified party in connection with investigation the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party (based upon advice of its counsel) reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party and, as a result, a conflict of interest exists or (ii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or would reasonably be expected to be materially prejudiced by such delay, in either event the indemnified party shall be promptly reimbursed by the indemnifying party for the reasonable expenses incurred in connection with retaining one separate legal counsel (for all indemnified parties in connection therewith)). Notwithstanding any such assumption by an indemnifying party, the indemnified party shall have the right to employ separate counsel in any such matter and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party except as provided in the previous sentence. An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent. No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement (x) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation, (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party and (z) does not involve any injunctive or equitable relief that would be binding on the indemnified party or any payment that is not covered by the indemnification hereunder. (e) The indemnification provided for under this Agreement shall survive the transfer of the Registrable Securities and the termination of this Agreement. (f) If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such lossPerson would be entitled to such indemnification but for such reason or reasons, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, neither the Trustees nor the Trust shall be required to make a contribution in excess of the amount received by the Trustees or the Trust from their sale of Registrable Securities in connection with the offering that gave rise to the contribution obligation. In addition, no Person shall be obligated to contribute hereunder for any amounts in payment for any settlement of any action or claim, damageeffected without such Person’s written consent, liability which consent shall not be unreasonably withheld, delayed or actionconditioned.

Registration Indemnification. In connection with the filing event of any such registration statementRegistration under ---------------------------- the Act pursuant to these provisions of Registrable Securities of any Holder, Heritage shall indemnify and the Company will hold harmless Acquiror such Holder and each underwriter of such securities and each other person, if any, who controls such Holder or its transferee such underwriter within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which Acquiror such Holder or its transferee such underwriter or controlling person may become subjectsubject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) thereof arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement theretothereto on the effective date thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall will reimburse Acquiror or its transferee such Holder and each such underwriter and each such controlling person for any legal or any other expense expenses reasonably incurred by Acquiror or its transferee them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission or alleged omission made in such registration statement, and any prospectus included therein, or any preliminary prospectus or final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or on behalf of Acquiror or its transferee such underwriter specifically for use in the preparation thereof. Acquiror or It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities then held by a Holder that the Company shall have received an undertaking satisfactory to it and its transferee shall counsel from each Holder, to indemnify and hold harmless Heritage (in the same manner and to the same extent as set forth in the immediately preceding sentence but only paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Act, with reference respect to written any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through an instrument duly executed by or on behalf of Acquiror or its transferee the Holder specifically for use in the preparation of such registration statement, and any preliminary prospectus included therein, or any final prospectus or such amendment or supplement thereto; . Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of these provisions, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and Acquiror or to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its transferee shall reimburse Heritage election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses reasonably incurred by Heritage the latter in connection with investigation or the defense of any such loss, claim, damage, liability or actionthereof.