Indemnification. Borrowers agree to indemnify and hold harmless the Bank and its officers, directors, trustees, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees, disbursements and other charges) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation, or proceeding and regardless of whether such Indemnified Party is a party thereto or preparation of defense in connection therewith) the Loan Documents or any of the transactions contemplated herein or in any of the Loan Documents or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.22 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrowers or any Subsidiary thereof, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrowers agree not to assert, and hereby waives, any claim against the Bank or any of its directors, officers, employees, attorneys, agents, and advisors, on any theory of liability, for, direct or indirect, special, incidental, consequential, exemplary or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder.

Indemnification. The Company shall indemnify Executive to the maximum extent permitted under the Company’s bylaws. Subject to reasonable availability of such insurance coverage and subject to applicable laws and regulations, a directors’ and officers’ liability insurance policy (or policies) shall be maintained, during the Employment Period and for six (6) years thereafter, providing coverage that is no less favorable to Executive than the coverage provided to any other present officer or director of the Company and, following a Change in Control, the coverage shall be no less favorable to Executive than the coverage provided as of the date of the Change in Control.

Indemnification by [[Organization A:Organization]]. [[Organization A:Organization]] shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to # any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or # any violation or alleged violation by [[Organization A:Organization]] of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that # such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to [[Organization A:Organization]] by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved [Annex 2.1].1 hereto for this purpose) or # in the case of an occurrence of an event of the type specified in Section 3.4(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after [[Organization A:Organization]] has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6.3. [[Organization A:Organization]] shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which [[Organization A:Organization]] is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6.7.

Indemnification. The Company shall indemnify and hold harmless and defend the Service Provider, Contract Employees, its affiliates and any of their respective officers, partners, directors, employees and agents, from and against any and all losses, claims, damages, liabilities expenses (including without limitation, reasonable attorney’s fees payable to counsel of the Service Provider’s choice), judgments, fines, settlements and other amounts arising out of or relating to acts or omissions taken by the Service Provider in good faith while performing the Services for the Company. The Service Provider shall indemnify and hold harmless and defend the Company, its affiliates and any of their respective officers, partners, directors, employees, Contract Employees, and agents from and against any and all losses, claims, damages, liabilities expenses (including without limitation, reasonable attorney’s fees payable to counsel of the Service Provider’s choice), judgments, fines, settlements and other amounts arising out or in violation of any instruction of the Company. Indemnitees shall not be entitled to indemnification under this Section 7 with respect to any claim, issue or matter in respect of which it has committed fraud, willful breach of this Agreement or willful or wanton misconduct.

Indemnification. If a court or administrative agency determines that Consultant is an employee of the Company, Consultant shall indemnify and hold the Company harmless and shall pay all of the Company’s related fines, damages, assessments, benefits and reasonable attorney’s fees incurred by the Company with such motive.

Indemnification by G&C and [[Person A:Person]]. From and after the date hereof, G&C and [[Person A:Person]] shall, jointly and severally, indemnify and save ZKGC, its officers and directors, and their respective successors, assigns, heirs and legal representatives (“Seller Indemnitees”) harmless from and against any and all losses, claims, damages, liabilities, costs, expenses or deficiencies including, without limitation, actual attorneys’ fees and other costs and expenses incident to proceedings or investigations or the defense or settlement of any claim, incurred by or asserted against any Seller Indemnitee due to or resulting from the Charging Station Business as carried on by subsidiaries and affiliates of ZKGC prior to the date hereof.

Indemnification. The Seller (an “Indemnifying Party”) agrees to defend and hold harmless the Purchaser, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives, and its heirs, successors, and permitted assigns (each an “Indemnified Party”) from and against all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”) based upon or arising out of, or otherwise in connection with # any material inaccuracy or breach of any representation and warranty of such Indemnifying Party, or # any material breach of any covenant and agreement of such Indemnifying Party.

Indemnification. Each of the Manager and ​ (as the case may be, an “Indemnitor”) shall indemnify, defend, protect and hold harmless the other (as the case may be an “Indemnitee”) and the Indemnitee’s respective shareholders, directors, officers, partners, employees, contractors, insurers, attorneys, advisors, agents, representatives, successors and assigns, as applicable (the “Indemnitee Parties”), from and against any and all claims, liabilities, demands, lawsuits, litigation, losses, damages (including consequential damages and penalties), fees, costs and expenses (including attorneys’ fees), obligations, liens, executions, fines, awards, defenses and causes of action of every and whatever type, kind or nature (collectively, “Claims”) to the extent asserted against an Indemnitee Party or the Company by a third party, that relate to or arise out of or in connection with: # a breach by an Indemnitor of its representations, warranties, covenants or agreements set forth in this Agreement; # an Indemnitor’s gross negligence or willful misconduct in connection with the acts or undertakings contemplated by or in furtherance of this Agreement, to the extent such Claims do not arise out of the gross negligence or willful misconduct of an Indemnitee; or # an Indemnitor’s failure to comply with applicable law in connection with the acts or undertakings contemplated by or in furtherance of this Agreement, to the extent such Claims do not arise out of the gross negligence or willful misconduct of an Indemnitee, provided, further, that to the extent Manager is the Indemnitor, Manager will not be obligated to indemnify the Company with respect to any Claim, and Manager will not be obligated to indemnify ​, or their other Indemnitee Parties from or against any Claim that has accrued on or prior to the date of the commencement of this Agreement, including, without limitation, any Claim arising from any acts or omissions, or facts or occurrences prior to the Effective Date. This Section 10 shall survive any termination of this Agreement.

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.

The Company agrees that it will indemnify and hold harmless the Executive against any losses, expense or damages (including reasonable attorneys’ fees) in connection with any threatened, pending or completed action, suit, arbitration, investigation, administrative hearing or proceeding of any kind whatsoever relating to his service in any capacity with the Company and its Affiliates, including employee benefit plans and the Company will advance the Executive expenses in connection therewith, to the maximum extent permitted by law and the Company will not amend any provision in its By-Laws or Certificate of Incorporation in any way that adversely affects the liability exposure of the Executive or his rights to indemnification or advances of expenses as set forth in this [Section 5.16].