Indemnification. Each party shall indemnify and hold harmless the other party, its affiliates and their respective officers, directors, managers, members, shareholders, employees and other agents and representatives, from and against any claims, liabilities, damages, judgments or other losses (including reasonable attorneys’ fees) imposed upon or incurred by them arising out of or as a result of any grossly negligent act or omission or willful misconduct by such party, except to the extent that such claims, liabilities, damages, judgments or other losses arise from the bad faith, willful misconduct or gross negligence of the party seeking indemnification hereunder. A Party seeking indemnification (the “Indemnified Party”) from the other Party shall give prompt notice to the other Party (the “Indemnifying Party”) of the claim and shall inform the Indemnifying Party of all facts and circumstances related to the claim. The Indemnified Party shall permit the Indemnifying Party to fully control the defense of such claim using counsel of the Indemnifying Party’s choice at the Indemnifying Party’s expense, and shall cooperate fully with the Indemnifying Party and the Indemnifying Party’s selected counsel in connection with the defense and resolution of such claim.

Indemnification. The parties hereto shall indemnify each other to the extent provided for in this paragraph. Except as a result of an act of gross negligence or willful misconduct on the part of a party hereto, no party shall be liable to another party, or its officers, directors, employees, shareholders or affiliates, for any damages sustained as a result of an act or omission taken or made under this Agreement, nor for any loss or damage arising from the termination of this Agreement, for any cause whatsoever. In those cases where gross negligence or willful misconduct of a party is alleged and proven, the non-damaged party agrees to defend, indemnify and hold the damaged party harmless from and against any and all reasonable costs, expenses and liabilities suffered or sustained as a result of the act of gross negligence or willful misconduct.

Each of the Parties agrees to indemnify and hold harmless the other from and against all claims, demands, obligations, and liabilities of any nature whatsoever (collectively a “Claim”), and all related costs and expenses (including reasonable attorneys’ fees), resulting solely and directly from the indemnifying party’s breach of this agreement or the indemnifying party’s negligence or willful misconduct in exercising its rights or performing its duties under this agreement. Each party agrees to give the other prompt written notice of any Claim as to which the party believes it may be entitled to indemnification. The indemnifying party has the right to defend against any Claim with counsel of its own choosing and to settle or compromise the Claim as it deems appropriate. But the other party must cooperate with the indemnifying party in the defense of the Claim.

Indemnification. Each Party will indemnify and hold harmless the other Party, its principals, employees, officers, and agents (collectively, the “Indemnified Party”) from and against any and all liabilities, losses, claims, demands, actions, judgments, costs, and expenses, including but not limited to reasonable attorneys’ fees, arising out of or resulting from any negligence, gross negligence, or willful misconduct by the indemnifying Party, its employees, officers, directors, and agents. Each Party’s indemnification obligations are conditioned upon the Indemnified Party: # giving prompt written notice of any claim, action, suit or proceeding for which the Indemnified Party is seeking indemnity; # granting control of the defense and settlement of the action to the indemnifying Party, provided that no settlement admitting liability or that requires the payment of funds or the granting of legal or equitable relief will be entered into absent mutual agreement of the Parties, which will not be unreasonably withheld; and # reasonably cooperating with the One Earth Sequestration LLC IL contract 08012024.docx Confidential - Not for Public Consumption or Distribution indemnifying Party with respect to the defense of the action. Notwithstanding the foregoing, the Indemnified Party may, at its option and expense, participate in the defense or settlement of any claim, action, suit, or proceeding.

Indemnification. The parties hereby agree to indemnify and hold the other party, and each of them, or its assigns, their partners, employees, agents, representatives, assigns, and controlling persons (and other officers, directors, employees, agents, representatives, assigns and controlling persons of each of them) from any and all losses, claims, damages, liabilities, costs, and expenses (and all other actions, suits, proceedings, or claims in respect thereof) and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the cost of investigating, preparing or defending any such action, suit, proceeding, or claim, whether or not in connection with any action, suit, proceeding or claim for which they are a party), as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of this agreement so long as each party has not committed intentional or willful misconduct, or shall not have acted grossly negligent, in connection with the services which form the basis of the claim for indemnification. The parties further agree that neither party shall incur any liability on a count of this agreement or any acts or omissions arising out of or relating to this agreement except for such parties intentional or willful misconduct. This paragraph shall survive the expiration or termination of this agreement.