SECTION 6.1, THEN, AND IN EACH SUCH CASE, TRONOX AND SUCH HOLDER WILL
CONTRIBUTE TO THE AGGREGATE LOSSES, CLAIMS, DAMAGES OR LIABILITIES TO WHICH THEY
MAY BE SUBJECT
11
(AFTER CONTRIBUTION FROM OTHERS) IN SUCH PROPORTION SO THAT SUCH HOLDER IS
RESPONSIBLE FOR THE PORTION REPRESENTED BY THE PERCENTAGE THAT THE PUBLIC
OFFERING PRICE OF ITS SHARES OFFERED BY AND SOLD UNDER THE REGISTRATION
STATEMENT BEARS TO THE PUBLIC OFFERING PRICE OF ALL SECURITIES OFFERED BY AND
SOLD UNDER SUCH REGISTRATION STATEMENT, AND TRONOX AND OTHER SELLING HOLDERS ARE
RESPONSIBLE FOR THE REMAINING PORTION; PROVIDED, HOWEVER, THAT, IN ANY SUCH
CASE: (I) NO SUCH HOLDER WILL BE REQUIRED TO CONTRIBUTE ANY AMOUNT IN EXCESS OF
THE NET AMOUNT OF PROCEEDS OF ALL SUCH SHARES OFFERED AND SOLD BY SUCH HOLDER
PURSUANT TO SUCH REGISTRATION STATEMENT; AND (II) NO PERSON OR ENTITY GUILTY OF
FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING OF SECTION 11(F) OF THE
SECURITIES ACT) WILL BE ENTITLED TO CONTRIBUTION FROM ANY PERSON OR ENTITY WHO
WAS NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION.
"PERSON" MEANS AN
INDIVIDUAL, A PARTNERSHIP, A CORPORATION, A LIMITED LIABILITY COMPANY, AN
ASSOCIATION, A JOINT STOCK COMPANY, A TRUST, A JOINT VENTURE, AN UNINCORPORATED
ORGANIZATION AND A GOVERNMENTAL ENTITY, OR ANY DEPARTMENT, AGENCY OR POLITICAL
SUBDIVISION THEREOF.
SECTION 6.2.
INDEMNIFICATION BY THE SELLING
HOLDERS.
EACH OF THE SELLING HOLDERS, BY VIRTUE OF EXERCISING ITS RESPECTIVE
REGISTRATION RIGHTS HEREUNDER, AGREES AND UNDERTAKES TO ENTER INTO CUSTOMARY
INDEMNIFICATION ARRANGEMENTS TO INDEMNIFY AND HOLD HARMLESS (IN THE SAME MANNER
AND TO THE SAME EXTENT AS SET FORTH IN SECTION 6.1) TRONOX, ITS DIRECTORS AND
OFFICERS, EACH PERSON WHO PARTICIPATES AS AN UNDERWRITER IN THE OFFERING OR SALE
OF SUCH SECURITIES, EACH OFFICER AND DIRECTOR OF EACH UNDERWRITER, AND EACH
PERSON, IF ANY, WHO CONTROLS TRONOX OR ANY SUCH UNDERWRITER WITHIN THE MEANING
OF THE SECURITIES ACT, WITH RESPECT TO ANY STATEMENT IN OR OMISSION FROM SUCH
REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS OR FINAL PROSPECTUS INCLUDED
THEREIN, OR ANY AMENDMENT OR SUPPLEMENT THERETO, IF SUCH STATEMENT OR OMISSION
IS CONTAINED IN WRITTEN INFORMATION FURNISHED BY SUCH SELLING HOLDER TO TRONOX
SPECIFICALLY FOR INCLUSION IN SUCH REGISTRATION STATEMENT OR PROSPECTUS;
PROVIDED, HOWEVER, THAT THE OBLIGATION TO INDEMNIFY SHALL BE INDIVIDUAL, NOT
JOINT AND SEVERAL, FOR EACH SELLING HOLDER AND SHALL BE LIMITED TO THE NET
AMOUNT OF PROCEEDS RECEIVED BY SUCH SELLING HOLDER FROM THE SALE OF SHARES
PURSUANT TO SUCH REGISTRATION STATEMENT.
SUCH INDEMNITY SHALL REMAIN IN FULL
FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF OF TRONOX
OR ANY SUCH DIRECTOR, OFFICER OR PERSON AND SHALL SURVIVE THE TRANSFER OF THE
REGISTERED SECURITIES BY THE SELLING HOLDERS.
SECTION 6.3.
INDEMNIFICATION PROCEDURES.
ANY
PERSON ENTITLED TO INDEMNIFICATION HEREUNDER SHALL (I) GIVE PROMPT WRITTEN
NOTICE TO THE INDEMNIFYING PARTY OF ANY CLAIM WITH RESPECT TO WHICH IT SEEKS
INDEMNIFICATION (PROVIDED, HOWEVER, THAT THE FAILURE TO GIVE PROMPT NOTICE SHALL
NOT IMPAIR ANY PERSON'S RIGHTS TO INDEMNIFICATION HEREUNDER TO THE EXTENT SUCH
FAILURE HAS NOT PREJUDICED THE