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 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 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 Blockbuster Subsidiary Obligor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises Losses are arising out of or is based upon an relating to any such untrue statement or omission or an 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 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 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 its transferee specifically for use 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 the preparation thereof. Acquiror any preliminary prospectus 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 offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of Acquiror any underwriter (or its transferee for use 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 the preparation of such registration statement, and any final 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 actionoffering memorandum.

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 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 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 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 Blockbuster Subsidiary Obligor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises Losses are arising out of or is based upon an relating to any such untrue statement or omission or an 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 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 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 its transferee specifically for use 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 the preparation thereof. Acquiror any preliminary prospectus 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 offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of Acquiror any underwriter (or its transferee for use 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 the preparation of such registration statement, and any final 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 actionoffering memorandum.

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 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 Subsidiaries shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises Losses arise out of or is based upon an relate to any such untrue statement or omission or an 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 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 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 its transferee specifically for use 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 the preparation thereof. Acquiror any preliminary prospectus 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 offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of Acquiror any underwriter or its transferee for use 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 the preparation of such registration statement, and any final 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 actionoffering memorandum.

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 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 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.

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 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 Subsidiaries shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises Losses arise out of or is based upon an relate to any such untrue statement or omission or an 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 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 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 its transferee specifically for use 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 the preparation thereof. Acquiror any preliminary prospectus 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 offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of Acquiror any underwriter or its transferee for use 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 the preparation of such registration statement, and any final 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 actionoffering memorandum.

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 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 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 shall reimburse Acquiror (iii) any statement in (or its transferee 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 legal information which was the subject of a representation letter or other expense reasonably incurred bring down letter given by Acquiror or its transferee Blockbuster to Viacom in connection with investigating or defending the preparation of Viacom’s financial statements; except that with respect to each of clauses (i) through (iii) of this sentence, Blockbuster and any such loss, claim, damage, liability or action; provided, however, that Heritage Blockbuster Subsidiary Obligor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises Losses are arising out of or is based upon an relating to any such 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 based upon and in conformity with written 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 Acquiror 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 its transferee specifically for use 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 the preparation thereof. Acquiror any preliminary prospectus 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 offering memorandum if a copy of a final prospectus or offering memorandum was not sent or given by or on behalf of Acquiror any underwriter (or its transferee for use 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 the preparation of such registration statement, and any final 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 actionoffering memorandum.