Recognising that transactions of the type contemplated by this Agreement sometimes result in litigation and that CF&Co’s role is limited to acting as financial advisor as set out in this agreement, Shenghe agrees to indemnify CF&Co (and its controlling persons, officers, directors, employees, agents and affiliates) to the full extent lawful against any and all claims, losses and expenses as incurred (including all reasonable costs, disbursements and travel and other outgoing out-of-pocket expenses reasonably incurred in connection with the investigation of and preparation for any such pending or threatened claims and any litigation or other proceedings arising there from) (“Losses”) arising out of any transaction or CF&Co’s engagement hereunder; provided however, there shall be excluded from such indemnification any such claim, loss or expense to the extent that such arises out of or is based upon any action or failure to act by CF&Co that is found in a final judicial determination (or a settlement tantamount or equivalent thereto) to constitute bad faith, wilful misconduct or negligence on the part of CF&Co. Correspondingly, CF&Co agrees to indemnify Shenghe (and its controlling persons, officers, directors, employees, agents and affiliates) to the full extent lawful against any and all Losses arising out of any action or failure to act by CF&Co that is found in a final judicial determination (or a settlement tantamount or equivalent thereto) to constitute bad faith, wilful misconduct or negligence on the part of CF&Co (and/or its controlling persons, officers, directors, employees, agents and affiliates).