BD agrees to indemnify, defend and hold harmless Consultant from any and all damages, liabilities or expenses (including without limitation, attorneys' fees and any expenses incurred in establishing a right to indemnification hereunder) that the Consultant may incur arising from any claim, action, suit or proceeding relating to the performance of the Services under this Agreement, except to the extent they result from the bad faith of the Consultant.

Indemnification. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to # any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, # any breach of any covenant, agreement or obligation of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby or # any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from # the execution, delivery, performance or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, # any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or # the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

Indemnification. The Company shall indemnify and hold Dawson and its representatives and agents (including, but not limited to, its attorneys and advisors) (together, the “Dawson Indemnified Parties”), harmless against any and all liabilities, claims and lawsuits, including any and all awards and/or judgments to which they may become subject under the Securities Act of 1933, as amended, or any other federal or state statute, or at common law or otherwise, insofar as said liabilities, claims and lawsuits (including awards and/or judgements) arise out of or are in connection with this Agreement, except to the extent such liabilities, claims and lawsuits are due primarily to Dawson’s negligence or misconduct. In addition, the Company shall also indemnify and hold the Dawson Indemnified Parties harmless against any and all costs and expenses, including reasonable legal fees incurred or related to the foregoing. Dawson shall give the Company prompt notice of any such liability, claims or lawsuit which it contends is the subject matter of Dawson’s right to indemnification hereunder and the Company thereupon shall be granted the right to take any and all necessary and proper action, at its sole cost and expense, with respect to such liability, claim or lawsuit, excepting therefrom any and all proceeds or hearings before any regulatory bodies and/or authorities.

Indemnification. Each Guarantor, jointly and severally, shall indemnify, reimburse and hold harmless the Guaranteed Parties from and against any and all losses, claims, liabilities, damages, penalties, suits, reasonable costs and expenses, of any kind or nature, (including reasonable fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against the Guaranteed Parties in any way related to or arising from or alleged to arise from this Agreement or the guarantees provided herein except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Guaranteed Parties as determined by a final nonappealable decision of a court of competent jurisdiction.

Indemnification. Because IMI must at all times rely upon the accuracy and completeness of information supplied to it by the COMPANY, the COMPANY agrees that IMI will not be held liable for the accuracy of any information provided by the COMPANY. The COMPANY further agrees to indemnify, hold harmless, and defend, IMI, including its officers, directors, agents, attorneys, employees and other representatives, at its expense in any proceeding or suit, which may arise out of or due to # the negligence of the COMPANY or its officers, directors, agents, attorneys, employees or other representatives that may arise from the inaccuracy or incompleteness of such material supplied by the COMPANY to IMI, or # any breach of any covenant or warranty of the COMPANY in this Agreement.

Indemnification. The Participating Lenders shall, to the extent of their respective Percentages, indemnify the L/C Issuer (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such L/C Issuer’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment) that the L/C Issuer may suffer or incur in connection with any Letter of Credit issued by it. The obligations of the Participating Lenders under this subsection # and all other parts of this Section shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder.

Indemnification. Provider shall indemnify, defend and hold harmless Manager, its officers, managers, members and agents from and against any and all claims, causes of action, or any liability whatsoever arising out of or related to the Professional Services provided by Provider and/or its Provider Professionals. Manager shall indemnify defend and hold harmless Provider, its officers, directors and shareholders from and against any and all claims, causes of action, or any liability whatsoever arising out of or related to the Management Services provided by Manager.

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. Each person who is or will have been a member of the Committee will be indemnified and held harmless by the Company against and from # any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and # from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

INDEMNIFICATION. Consultant shall indemnify and hold harmless the Company from any claims, losses, damages, injuries, or liability arising from Consultant’s performance under this Agreement, including the performance of Consultant’s employees, assistants, or, to the extent permitted under this Agreement, assigns.