Common use of Securities Indemnification Clause in Contracts

Securities Indemnification. (a) Each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, shall protect, indemnify and hold LS Capital and Xxxxxxx harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by the indemnifying party of any rule or regulation promulgated under the Act applicable to the indemnifying party and relating to action or inaction by the indemnifying party in connection with any such registration; provided, however, that the indemnifying party shall be liable in the case of (a) and (b) above only if and to the extent that the event giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by the indemnifying party in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the indemnifying party. (b) Each of LS Capital and Xxxxxxx, severally but not jointly, shall protect, indemnify and hold each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by Xxxxxxx or LS Capital of any rule or regulation promulgated under Act applicable to Xxxxxxx or LS Capital and relating to action or inaction by Xxxxxxx in connection with any such registration; provided, however, that Xxxxxxx and LS Capital will not be liable in the case of (a) and (b) above if and to the extent that the event otherwise giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by a person otherwise indemnified hereby in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the otherwise indemnified party. (c) Promptly after receipt by an indemnified party under this Section 10 of notice of the threat or commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party hereunder, notify each such indemnifying party in writing thereof, but the omission so to notify an indemnifying party shall not relieve it from any liability which it may have to any indemnified party to the extent that the indemnifying party is not prejudice as a result thereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake 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 so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 10 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so elected; provided, however, that, if the defendants in any such action include both an indemnified party and an indemnifying party and the related indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be believed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party will be subject to any liability for any settlement made without consent which shall not be unreasonably withheld. No indemnifying party will consent to the 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 with respect to such claim or litigation.

Securities Indemnification. (a) Each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, The Company shall protect, indemnify and hold LS Capital JVWeb, Inc., and Xxxxxxx its officers, directors, shareholders, attorneys, accountants, employees, affiliates, successors and assigns, harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares shares of Common Stock are registered pursuant to Section 64, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by the indemnifying party Company of any rule or regulation promulgated under the Act applicable to the indemnifying party Company and relating to action or inaction by the indemnifying party Company in connection with any such registration; provided, however, that the indemnifying party shall Company will not be liable in the case of (a) and (b) above only if and to the extent that the event otherwise giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by the indemnifying party a person otherwise entitled to indemnification in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the indemnifying partya person otherwise entitled to indemnification. (b) Each of LS Capital and XxxxxxxJVWeb, severally but not jointly, Inc. shall protect, indemnify and hold each of Zeotechthe Company and its officers, Hemsteddirectors, Grovesshareholders, KJMattorneys, XxXxxxxxaccountants, employees, affiliates, successors and Xxxxxxxx assigns, harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares shares of Common Stock are registered pursuant to Section 64, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by Xxxxxxx or LS Capital JVWeb, Inc. of any rule or regulation promulgated under the Act applicable to Xxxxxxx or LS Capital JVWeb, Inc. and relating to action or inaction by Xxxxxxx JVWeb, Inc. in connection with any such registration; provided, however, that Xxxxxxx and LS Capital will not JVWeb, Inc. shall be liable in the case of (a) and (b) above only if and to the extent that the event otherwise giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by a person otherwise indemnified hereby JVWeb, Inc. in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the otherwise indemnified party.JVWeb, Inc.. (c) Promptly after receipt by an indemnified party under this Section 10 11 of notice of the threat or commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party hereunder, notify each such indemnifying party in writing thereof, but the omission so to notify an indemnifying party shall not relieve it from any liability which it may have to any indemnified party to the extent that the indemnifying party is not prejudice as a result thereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake 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 so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 10 11 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so elected; provided, however, that, if the defendants in any such action include both an indemnified party and an indemnifying party and the related indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be believed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party will be subject to any liability for any settlement made without consent which shall not be unreasonably withheld. No indemnifying party will consent to the 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 with respect to such claim or litigation.

Securities Indemnification. (a) Each The Company will indemnify the Investor, each of Zeotechits officers, Hemsted, Groves, KJM, XxXxxxxxdirectors and partners, and Xxxxxxxxeach Person controlling such Investor within the meaning of Section 15 of the Securities Act, severally but not jointlywith respect to which registration, shall protectqualification or compliance has been effected pursuant to this Section 10, indemnify and hold LS Capital each underwriter, if any, and Xxxxxxx harmless from each Person who controls any and underwriter within the meaning of Section 15 of the Securities Act, against all demandsexpenses, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damagesdamages or liabilities (or actions in respect thereof), injuriesincluding any of the foregoing incurred in settlement of any litigation, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees)commenced or threatened, arising out of or based upon (a) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any registration statement, prospectus, offering circular or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained thereinother document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (b) the omission or alleged omission 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 in which they were made, not misleading, or (c) any material violation by the indemnifying party Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the indemnifying party and relating to action or inaction by the indemnifying party Company in connection with any such registration; provided, howeverqualification or compliance, and the Company will reimburse the Investor, each of its officers and directors, and each Person controlling the Investor, each such underwriter and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the indemnifying party shall Company will not be liable in the any such case of (a) and (b) above only if and to the extent that the event giving rise to indemnification any such claim, loss, damage, liability or expense arises out of or is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the indemnifying party in writing Investor, controlling Person or underwriter and stated to be specifically for use in therein. The procedures governing the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by securities indemnification obligations of the indemnifying party. (b) Each of LS Capital and Xxxxxxx, severally but not jointly, shall protect, indemnify and hold each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by Xxxxxxx or LS Capital of any rule or regulation promulgated under Act applicable to Xxxxxxx or LS Capital and relating to action or inaction by Xxxxxxx in connection with any such registration; provided, however, that Xxxxxxx and LS Capital will not be liable in the case of (a) and (b) above if and to the extent that the event otherwise giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by a person otherwise indemnified hereby in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the otherwise indemnified party. (c) Promptly after receipt by an indemnified party Company under this Section 10 of notice 10.8 shall be as set forth in Section 9. The indemnification obligations of the threat or commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party hereunder, notify each such indemnifying party in writing thereof, but the omission so to notify an indemnifying party shall not relieve it from any liability which it may have to any indemnified party to the extent that the indemnifying party is not prejudice as a result thereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake 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 so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party Company under this Section 10 for any legal expenses subsequently incurred by such indemnified party 10.8 shall be in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so elected; provided, however, that, if the defendants in any such action include both an indemnified party and an indemnifying party and the related indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available addition to the indemnifying party or if the interests indemnification obligations of the indemnified party reasonably may be believed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party will be subject to any liability for any settlement made without consent which shall not be unreasonably withheld. No indemnifying party will consent to the 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 with respect to such claim or litigationCompany under Section 9.

Securities Indemnification. (a) Each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, The Company shall protect, indemnify and hold LS Capital Capital, and Xxxxxxx its officers, directors, shareholders, attorneys, accountants, employees, affiliates, successors and assigns, harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares shares of Common Stock are registered pursuant to Section 64, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by the indemnifying party Company of any rule or regulation promulgated under the Act applicable to the indemnifying party Company and relating to action or inaction by the indemnifying party Company in connection with any such registration; provided, however, that the indemnifying party shall Company will not be liable in the case of (a) and (b) above only if and to the extent that the event otherwise giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by the indemnifying party a person otherwise entitled to indemnification in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the indemnifying partya person otherwise entitled to indemnification. (b) Each of LS Capital and Xxxxxxx, severally but not jointly, shall protect, indemnify and hold each of Zeotechthe Company and its officers, Hemsteddirectors, Grovesshareholders, KJMattorneys, XxXxxxxxaccountants, employees, affiliates, successors and Xxxxxxxx assigns, harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares shares of Common Stock are registered pursuant to Section 64, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by Xxxxxxx or LS Capital of any rule or regulation promulgated under the Act applicable to Xxxxxxx or LS Capital and relating to action or inaction by Xxxxxxx LS Capital in connection with any such registration; provided, however, that Xxxxxxx and LS Capital will not shall be liable in the case of (a) and (b) above only if and to the extent that the event otherwise giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by a person otherwise indemnified hereby LS Capital in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the otherwise indemnified partyLS Capital. (c) Promptly after receipt by an indemnified party under this Section 10 of notice of the threat or commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party hereunder, notify each such indemnifying party in writing thereof, but the omission so to notify an indemnifying party shall not relieve it from any liability which it may have to any indemnified party to the extent that the indemnifying party is not prejudice as a result thereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake 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 so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 10 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so elected; provided, however, that, if the defendants in any such action include both an indemnified party and an indemnifying party and the related indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be believed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party will be subject to any liability for any settlement made without consent which shall not be unreasonably withheld. No indemnifying party will consent to the 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 with respect to such claim or litigation.

Securities Indemnification. (a) Each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, JVWeb shall protect, indemnify and hold LS Capital Equitrust, and Xxxxxxx its officers, directors, shareholders, attorneys, accountants, employees, affiliates, successors and assigns, harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by the indemnifying party JVWeb of any rule or regulation promulgated under the Act applicable to the indemnifying party JVWeb and relating to action or inaction by the indemnifying party JVWeb in connection with any such registration; provided, however, that the indemnifying party shall JVWeb will not be liable in the case of (a) and (b) above only if and to the extent that the event otherwise giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by the indemnifying party a person otherwise entitled to indemnification in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the indemnifying partyRegistration Statement of prospectus. (b) Each of LS Capital and Xxxxxxx, severally but not jointly, Equitrust shall protect, indemnify and hold each of ZeotechJVWeb and its officers, Hemsteddirectors, Grovesshareholders, KJMattorneys, XxXxxxxxaccountants, employees, affiliates, successors and Xxxxxxxx assigns, harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by Xxxxxxx or LS Capital Equitrust of any rule or regulation promulgated under the Act applicable to Xxxxxxx or LS Capital Equitrust and relating to action or inaction by Xxxxxxx Equitrust in connection with any such registration; provided, however, that Xxxxxxx and LS Capital will not Equitrust shall be liable in the case of (a) and (b) above only if and to the extent that the event otherwise giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by a person otherwise indemnified hereby Equitrust in writing specifically for use in the registration statement Registration Statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the otherwise indemnified partyprospectus. (c) Promptly after receipt by an indemnified party under this Section 10 9 of notice of the threat or commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party hereunder, notify each such indemnifying party in writing thereof, but the omission so to notify an indemnifying party shall not relieve it from any liability which it may have to any indemnified party to the extent that the indemnifying party is not prejudice as a result thereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake 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 so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 10 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so elected; provided, however, that, if the defendants in any such action include both an indemnified party and an indemnifying party and the related indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be believed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party will be subject to any liability for any settlement made without consent which shall not be unreasonably withheld. No indemnifying party will consent to the 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 with respect to such claim or litigation.

Securities Indemnification. In the event any Unsubscribed Shares are included in a registration statement under Section 6.1 or Section 6.2: (a) Each of ZeotechTo the extent permitted by Law, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, shall protect, the Company will indemnify and hold LS Capital harmless the Purchaser and Xxxxxxx harmless from the officers and directors of the Purchaser, any underwriter (as defined in the Securities Act) for the Purchaser and all demandseach Person, if any, who controls the Purchaser or such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, actionsdamages, causes of actionsor liabilities (joint or several) to which they may become subject under the Securities Act, lawsuitsthe Exchange Act or other federal or state law, proceedings, investigations, judgments, insofar as such losses, damagesclaims, injuries, liabilities, obligations, expenses and costs damages or liabilities (including costs of litigation and attorneys' fees), arising or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (acollectively, a "Violation") by the Company: (i) any untrue statement (or alleged untrue statement statement) of any a material fact contained in or incorporated by reference into the such registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6statement, including any preliminary prospectus or final prospectus contained therein, therein or any amendment amendments or supplement supplements thereto, (bii) the omission (or alleged omission omission) to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, or (ciii) any material violation by the indemnifying party Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act applicable to the indemnifying party and relating to action or inaction by the indemnifying party any state securities law in connection with the offering covered by such registration statement. The indemnification agreement contained in this Section 6.7(a) shall not apply to the Purchaser (i) to the extent that any such Violation arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) made in reliance upon and in conformity with written information furnished to the Company by the Purchaser or a controlling person for use therein, (ii) if such untrue statement (or alleged untrue statement) or omission (or alleged omission) was contained in a preliminary prospectus and corrected in a final or amended prospectus or supplement thereto, copies of which were delivered to the Purchaser on a timely basis, and the Purchaser failed to deliver a copy of the final or amended prospectus at or prior to the confirmation for the sale of the Unsubscribed Shares to the Persons asserting any such loss, claim, damage, or liability in any case where such delivery is required by the Securities Act, or (iii) to the extent that the loss, claim, damage or liability as to which indemnification is sought is in connection with an offer or sale made by the Purchaser in breach of the terms of this Agreement (a "Breach"). (b) To the extent permitted by Law, the Purchaser will indemnify and hold harmless the Company, each of its directors, its officers, employees and each Person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, employee, controlling person or underwriter may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon (i) any Breach by the Purchaser, or (ii) any Violation to the extent that such Violation occurs in reliance upon and in conformity with information furnished by the Purchaser for use in connection with such registration; provided, however, that in no event shall the indemnifying party shall be liable indemnity by the Purchaser under this Section 6.7(b) exceed the net proceeds from the sale of Unsubscribed Shares in the offering received by the Purchaser, except in the case of willful fraud by the Purchaser. (ac) and (b) above only if and If the indemnification provided for in this Section 6.7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent that permitted by applicable Law contribute to the event giving rise amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to indemnification arises out reflect the relative fault of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by the indemnifying party on the one hand and of the indemnified party on the other in writing specifically for use connection with the Violation(s) that resulted in the registration statement such loss, claim, damage or prospectus or information contained in a writing that has been expressly approved or deemed approved by liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party. (b) Each party and of LS Capital and Xxxxxxxthe indemnified party shall be determined by a court of law by reference to, severally but not jointlyamong other things, shall protect, indemnify and hold each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any whether the untrue statement or alleged untrue statement of any a material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required relates to be stated therein information supplied by the indemnifying party or necessary by the indemnified party and the parties' relative intent, knowledge, access to make information and opportunity to correct or prevent such statement or omission. In no event shall any contribution by the statements therein not misleadingPurchaser under this Section 6.7(c) exceed the net proceeds from the sale of Unsubscribed Shares in the offering received by the Purchaser, or (c) any material violation by Xxxxxxx or LS Capital of any rule or regulation promulgated under Act applicable to Xxxxxxx or LS Capital and relating to action or inaction by Xxxxxxx in connection with any such registration; provided, however, that Xxxxxxx and LS Capital will not be liable except in the case of (a) and (b) above if and to the extent that the event otherwise giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by a person otherwise indemnified hereby in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved willful fraud by the otherwise indemnified partyPurchaser. (cd) Promptly after receipt by an indemnified party under The terms and conditions of Sections 9.2 and 9.3 shall also apply to the indemnification matters set forth in this Section 10 of notice of the threat or commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party hereunder, notify each such indemnifying party in writing thereof, but the omission so to notify an indemnifying party shall not relieve it from any liability which it may have to any indemnified party to the extent that the indemnifying party is not prejudice as a result thereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake 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 so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 10 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so elected; provided, however, that, if the defendants in any such action include both an indemnified party and an indemnifying party and the related indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be believed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party will be subject to any liability for any settlement made without consent which shall not be unreasonably withheld. No indemnifying party will consent to the 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 with respect to such claim or litigation6.7.

Securities Indemnification. (a) Each In the event of Zeotecha registration of any Registerable Securities under the Securities Act pursuant to Section 13, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, shall protect, Patterson will indemnify and hold LS Capital harmless each Holder who hax Xxxxxxxrable Securities covered by such registration statement and Xxxxxxx harmless from any and all demandsother Person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act, against any losses, claims, actionsdamages or liabilities, causes of actionsjoint or several, lawsuitsto which such Holder or such controlling Persons may become subject under the Securities Act or otherwise, proceedings, investigations, judgments, insofar as such losses, damagesclaims, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising damages or liabilities or actions in respect thereof arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in or incorporated by reference into the any registration statement under which such Registerable Securities were registered under the Xxxxxxx Shares are registered pursuant to Section 6Securities Act, any preliminary prospectus distributed with the consent of Patterson or final prospectus contained thereinin such effective regxxxxxxxxx statement, or any amendment thereof or supplement thereto, (b) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Holder and each such controlling Person for any legal or (c) any material violation other expenses reasonably incurred by the indemnifying party of any rule or regulation promulgated under the Act applicable to the indemnifying party and relating to action or inaction by the indemnifying party them in connection with investigating or defending any such registrationloss, claim, damage, liability or action; provided, however, that the indemnifying party shall Patterson will not be liable in the any such case of (a) and (b) above only if and to the extent that the event giving rise to indemnification any xuch loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, such preliminary prospectus, such final prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to Patterson by the indemnifying party in writing or on behalf of such Holder or a controlling Person of xxch Holder specifically for use in the preparation thereof. b) In the event of any registration of any Registerable Securities under the Securities Act pursuant to Section 13, each Holder who has Registerable Securities covered by such registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the indemnifying party. (b) Each of LS Capital and Xxxxxxx, severally but not jointly, shall protect, will indemnify and hold harmless Patterson and each Person, if any, who controls Patterson witxxx xxx xeaning of ZeotechSection 15 of the Securities Xxx, Hemstedxxxx officer of Patterson who signs the registration statement, Groveseach director xx Xxxxxrson and each underwriter and each Person who controls axx xxxxxxriter within the meaning of Section 15 of the Securities Act, KJM, XxXxxxxx, and Xxxxxxxx harmless from against any and all demandssuch losses, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuriesliabilities or actions that Patterson or such officer, liabilitiesdirector, obligationsunderwriter or controllixx Xxxxxx may become subject under the Securities Act or otherwise, and will reimburse Patterson and each such officer, director, underwriter and coxxxxxxxxx Person for any legal or any other expenses and costs reasonably incurred by such party in connection with investigating or defending any such loss, claim, damage, liability or action, if (including costs of litigation and attorneys' fees)a) such loss, arising claim, damage, liability or action in respect thereof arises out of or is based upon (a) any untrue statement or alleged untrue statement of any material fact with respect to such Holder contained in or incorporated by reference into the any such registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6statement, any such preliminary prospectus or such final prospectus contained thereinprospectus, or any amendment thereof or supplement thereto, (b) or arises out of or is based upon the omission or alleged omission to state therein a material fact with respect to such Holder required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by Xxxxxxx or LS Capital of any rule or regulation promulgated under Act applicable to Xxxxxxx or LS Capital and relating to action or inaction by Xxxxxxx in connection with any such registration; provided, however, that Xxxxxxx and LS Capital will not be liable in the case of (a) and (b) above if and to the extent that the event otherwise giving rise to indemnification arises out of or is based upon an untrue statement or alleged any such untrue statement or omission or alleged omission of a material fact was made in reliance upon and in conformity with written information furnished to Patterson by a person otherwise indemnified hereby in writing or on behalf of such Holder specifically for use in xx xxxxxction with the preparation of such registration statement or prospectus or information contained in a writing that has been expressly approved failure to deliver required prospects or deemed approved by the otherwise indemnified partycomply with applicable laws regarding same. (c) Promptly after receipt by an any indemnified party under this Section 10 Person of notice of the threat any claim or commencement of any actionaction in respect of which indemnity is to be sought against an indemnifying Person pursuant to Section 15, such indemnified party shall, if a claim in respect thereof is to be made against an Person shall notify the indemnifying party hereunder, notify each such indemnifying party Person in writing thereofof such claim or of the commencement of such action, but the omission so and, subject to notify an indemnifying party shall not relieve it from any liability which it may have to any indemnified party to the extent that the indemnifying party is not prejudice as a result thereof. In provisions hereinafter stated, in case any such action shall be brought against any an indemnified party Person and it such indemnifying Person shall notify an indemnifying party have been notified of the commencement thereofsame, the such indemnifying party Person shall be entitled to participate in therein, and, to the extent it shall wish, to assume and undertake the defense thereof thereof, with counsel reasonably satisfactory to such indemnified partyPerson, and, and after notice from the indemnifying party Person to such indemnified party Person of its election so to assume and undertake the defense thereof, the such indemnifying party Person shall not be liable to such indemnified party under this Section 10 Person for any the fees and expenses of legal expenses subsequently incurred by counsel for such indemnified party Person incurred thereafter in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so electedthereof; provided, however, that, if there exists or will exist a conflict of interest that would make it inappropriate in the defendants in any such action include both an indemnified party and an indemnifying party and the related indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests judgement of the indemnified party reasonably may person for the same counsel to represent both the indemnified Person and such indemnifying Person, then such indemnified Person shall be believed entitled to conflict with retain it own counsel at the interests expense of such indemnifying Person; provided further, however, the indemnifying party, the indemnified party shall have the right to select separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party will be subject to any liability for any settlement made without consent which Person shall not be unreasonably withheld. No indemnifying party will consent required to pay for more than one separate counsel for all of the entry of indemnified Persons in addition to 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 with respect to such claim or litigationlocal counsel.

Securities Indemnification. (a) Each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, shall protect, Chequemate hereby agrees to indemnify and hold LS Capital harmless the Seller, including any other holder of Shares, and Xxxxxxx harmless from their respective directors, officers, agents and advisers (collectively, the "Agents") and each person, if any, who controls within the meaning of Section 15 of the Securities Act (the "Control Person") the Seller or any and all demandssuch holder against any losses, claims, actionsdamages or liabilities, causes joint or several, to which the Seller, any such other holder of actionsShares, lawsuitsany such Agent, proceedingsor any such Control Person may become subject, investigationsunder the Securities Act, judgmentsthe Exchange Act or any other Federal or state law, including common law, insofar as such losses, damagesclaims, injuries, liabilities, obligations, expenses and costs damages or liabilities (including costs of litigation and attorneys' fees), arising or actions in respect thereof) arise out of or are based upon (ai) any untrue statement or alleged untrue statement of any a material fact contained in or incorporated by reference into the (A) a registration statement filed for any registration under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretothis Agreement, (bB) in any Blue Sky Law application or other document executed by Chequemate specifically for such registration or (C) based upon information furnished by Chequemate filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information in (B) and (C) above being hereinafter referred to as a "Blue Sky Application"); (ii) the omission or alleged omission to state in such registration statement or Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or Blue Sky Application or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse such parties for any reasonable attorneys' fees or (c) other expenses reasonably incurred by them or any material violation by the indemnifying party of any rule or regulation promulgated under the Act applicable to the indemnifying party and relating to action or inaction by the indemnifying party them in connection with investigating or defending against any such registrationloss, claim, damage, liability or action; provided, however, that the indemnifying party shall Chequemate will not be liable or responsible for reimbursement of expenses in the any such case of (a) and (b) above only if and to the extent that the event giving rise to indemnification any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to Chequemate by the indemnifying or on behalf of such indemnified party in writing specifically for use with reference to or in the preparation of a registration statement statement, any such pre- or prospectus post-effective amendment or information supplement thereof, or any Blue Sky Application. This indemnity agreement is in addition to any liability which Chequemate may otherwise have. The indemnity agreement of Chequemate contained in a writing that has been expressly approved this Section 14.15 shall remain operative and in full force and effect regardless of any investigation made by or deemed approved on behalf of any of the Seller, any other holder of Shares, any Agent or any Control Person and shall survive the registration and sale of any Shares by the indemnifying partySeller or any such holder. (b) Each The Seller and each other holder of LS Capital and XxxxxxxShares, severally but not jointlyby including such holders Shares in the Registration Statement, shall protectagrees, severally, to indemnify and hold each of Zeotechharmless Chequemate, Hemsted, Groves, KJM, XxXxxxxx, its Agents and Xxxxxxxx harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by Xxxxxxx or LS Capital of any rule or regulation promulgated under Act applicable to Xxxxxxx or LS Capital and relating to action or inaction by Xxxxxxx in connection with any such registration; provided, however, that Xxxxxxx and LS Capital will not be liable in the case of (a) and (b) above if and Control Persons thereof to the same extent that as the event otherwise giving rise indemnity from Chequemate to indemnification arises out of or is based upon an the Seller, such other holders, their respective Agents and Control Persons but only with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon or in conformity with written information furnished relating to such person by a such person otherwise indemnified hereby in writing specifically expressly for use in connection with any registration statement, pre- or post-effective amendment or supplement thereto or in any Blue Sky Application filed pursuant to this Agreement. This indemnity agreement will be in addition to any liability that the Seller or any such other holder may otherwise have. The indemnity agreement of the Seller and such other holders contained in this Section 14.15 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Chequemate or any of its Control Persons and shall survive the registration statement and sale of any Shares and the expiration or prospectus or information contained in a writing that has been expressly approved or deemed approved by the otherwise indemnified partytermination of this Agreement. (c) Promptly after receipt If any action or claim shall be brought or asserted by a party entitled to indemnification under paragraph 14.15(a) or 14.15(b) (as the case may be) of this Agreement (each an indemnified "Indemnified Party") in respect of which indemnity may be sought from the responsible party under this Section 10 identified in said paragraph 14.15(a) or 14.15(b) (as the case may be) (the "Indemnifying Party"), the Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of notice counsel satisfactory to each Indemnified Party and the payment of the threat or commencement all reasonable legal and other expenses. The failure of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party hereunder, notify each such indemnifying party in writing thereof, but the omission so Indemnified Party to notify an indemnifying party shall the Indemnifying Party will not relieve it from the Indemnifying Party of any liability for indemnification which it may have to any indemnified party Indemnified Party under this Section 14.15 unless the Indemnifying Party has been substantially prejudiced by such failure and in no event will such failure relieve the Indemnifying Party from any liability it may have to any Indemnified Party otherwise than under this Section 14.15. Each Indemnified Party shall have the extent that the indemnifying party is not prejudice as a result thereof. In case right to employ separate counsel in any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake 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 so to assume and undertake the defense thereof, but the indemnifying party fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any impleaded parties) include both (A) any Indemnified Party and (B) the Indemnifying Party, and, in the judgment of counsel to any Indemnified Party, it is advisable for such Indemnified Party to be represented by separate counsel (in which case the Indemnifying Party shall not be liable have the right to such indemnified party under this Section 10 for any legal expenses subsequently incurred by such indemnified party in connection with assume the defense thereof other than reasonable costs of investigation and such action on behalf of liaison with counsel so electedsuch Indemnified Party; provided, however, thatit being understood that the Indemnifying Party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys at any time for each Indemnified Party pursuant to this Agreement in each jurisdiction, and each such firm shall be designated in writing by such Indemnified Party holding a majority of the Shares being registered for all Indemnified Parties). The Indemnifying Party shall not be liable for any settlement of any such action effected by an Indemnified Party without the written consent of the Indemnifying Party (which shall not be withheld unreasonably in light of all factors of importance to such Indemnified Party), but if settled with such written consent, or if there be a final judgment or decree for the defendants plaintiff in any such action include both an indemnified party and an indemnifying party by a court of competent jurisdiction and the related indemnified party time to appeal shall have reasonably concluded that there may expired or the last appeal shall have been denied, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any loss or liability by reason of such settlement or judgment. (d) If the indemnification provided for in this Agreement is held by a court of competent jurisdiction to be reasonable defenses available unavailable to it which are different from an Indemnified Party with respect to any loss, liability, claim, damage or additional expense referred to those available therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the indemnifying party amount paid or if payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the interests relative fault of the indemnified party reasonably may be believed to conflict Indemnifying Party on the one hand and of the Indemnified Party on the other hand in connection with the interests statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relevant fault of the indemnifying partyIndemnifying Party and 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 and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The foregoing contribution agreement shall in no way affect the contribution liabilities of any persons having liability under Section 11 of the Securities Act other than Chequemate, the indemnified party shall have the right to select separate counsel Seller and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurredholders. No indemnifying contribution shall be requested with regard to the settlement of any matter from any party will be subject who did not consent to any liability for any settlement made without the settlement, provided, however, that such consent which shall not be unreasonably withheld. No indemnifying party will consent to the entry withheld in light of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff all factors of importance to such indemnified party party. Notwithstanding any provisions of this Section 14.15, no person guilty of a release fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from all liability with respect to any person who was not guilty of such claim or litigationfraudulent misrepresentation.

Securities Indemnification. (a) Each of ZeotechAOPP and OP, Hemstedjointly and severally, Groves-------------------------- agree to indemnify, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, shall protect, indemnify defend and hold LS Capital harmless Acquiport Parties from and Xxxxxxx harmless from against any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses Losses and costs (including costs of litigation and attorneys' fees), Liabilities arising out of or based upon (ai) any untrue statement breach or violation, or alleged untrue statement breach or violation of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6Securities Act, any preliminary prospectus or final prospectus contained therein, Exchange Act or any amendment other federal or supplement theretostate securities law by AOPP, (b) the omission PSA, OP, PSPll, Acquisition Corporation or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by the indemnifying party of any rule or regulation promulgated under the Act applicable to the indemnifying party and relating to action or inaction by the indemnifying party their Affiliates in connection with the Merger, Listing Merger or the Listing, (ii) the actions taken to form the Resulting Entity in the event the Listing Merger does not occur, (iii) the distribution or issuance of AOPP Shares to any such registrationAOPP Entity or any other party prior to or in connection with the Merger, Listing Merger and the Listing, (iv) the issuance of OP Units, the conversion of OP Units to AOPP Shares, the redemption of OP Units for cash, in each case prior to or in connection with the Merger, Listing Merger and the Listing, and (v) a breach of this Agreement and/or any other Transaction document that does not constitute a breach of representation described in Sections 7.1 and/or 7.2; provided, however, that the indemnifying party -------- ------- indemnity provided pursuant to this Section 7.3 shall be liable in the case not apply to any Losses and Liabilities including, without limitation, Losses and Liabilities to ABKB/LaSalle Securities Limited Partnership, Xxxxx & Steers Capital Management, Inc., Xxxxxx Xxxxxxx Asset Management, Fidelity Management and Research, Stanford University, State of (a) and (b) above only if and Michigan Retirement Systems pursuant to that certain Term Sheet with AOPP dated December 3, 1997, to the extent that the event giving rise to indemnification arises arising out of or is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made of a material fact contained in conformity with information furnished by the indemnifying party in writing specifically for use in the any registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the indemnifying party. (b) Each of LS Capital and Xxxxxxx, severally but not jointly, shall protect, indemnify and hold each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any material violation by Xxxxxxx or LS Capital of any rule or regulation promulgated under Act applicable to Xxxxxxx or LS Capital and relating to action the Merger, Listing Merger or inaction Listing made therein in reliance upon and in conformity with written information concerning the Acquiport Properties furnished by Xxxxxxx CRF expressly for use in connection with any such registrationdocuments, or which concerns the Acquiport Properties, and which has been approved in writing by CRF for use in such documents (collectively, an "Approved Statement"), or in reliance upon and in conformity with the Acquiport Financial Statements; provided, provided further however, that Xxxxxxx neither this Agreement nor any other Transaction document, nor anything contained in this Agreement or any other Transaction document shall constitute or be deemed an Approved Statement unless, and LS Capital will not be liable in the case of (a) and (b) above if and only to the extent that the event otherwise giving rise that, such either is separately designated in writing by CRF to indemnification arises out of be an Approved Statement or is based upon an untrue statement information concerning Acquiport or alleged untrue statement or omission or alleged omission made the Acquiport Properties incorporated in conformity with information furnished by a person otherwise indemnified hereby in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the otherwise indemnified party. (c) Promptly after receipt by an indemnified party under this Section 10 of notice of the threat or commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party hereunder, notify each such indemnifying party in writing thereof, but the omission so to notify an indemnifying party shall not relieve it from any liability which it may have to any indemnified party relating to the extent that the indemnifying party is not prejudice as Listing verbatim from a result thereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake 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 so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 10 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so elected; provided, however, that, if the defendants in any such action include both an indemnified party and an indemnifying party and the related indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be believed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party will be subject to any liability for any settlement made without consent which shall not be unreasonably withheld. No indemnifying party will consent to the 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 with respect to such claim or litigationTransaction document.