Common use of By the Investors Clause in Contracts

By the Investors. In connection with any registration statement in which a Holder of Registrable Securities is participating pursuant to this Agreement, each such Holder will, if requested, furnish to the Company in writing information regarding such Holder's ownership of Registrable Securities and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) the Company against all Losses caused by, resulting from, or relating to any untrue or alleged untrue statement of material fact contained in the Resale Registration Statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished to the Company in writing by or on behalf of such Holder expressly for use therein; provided, however, that each Holder's obligation to indemnify the Company hereunder shall be apportioned between each Holder based upon the net amount received by each Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Holders of Registrable Securities sold pursuant to such registration statement, no such Holder being liable to the Company in excess of such apportionment; and provided, further that each Holder's obligation to indemnify the Company hereunder shall be apportioned between each Holder as is appropriate to reflect the relative fault of such Holder on the one hand, and of each other Holder on the other, in connection with the statements or omissions that resulted in such Losses. The relative fault of each Holder on the one hand, and each other Holder on the other, shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Holder and the parties' relevant intent, knowledge, information and opportunity to correct or prevent such statement or omission.

By the Investors. In connection with any registration statement in which a Holder holder of Registrable Securities is participating pursuant to this Agreement, each such Holder holder will, if requested, furnish to the Company in writing information regarding such Holder's holder’s ownership of Registrable Securities and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) the Company against all Losses caused by, resulting from, or relating to any untrue or alleged untrue statement of material fact contained in the Resale Registration Statementregistration statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished to the Company in writing by or on behalf of such Holder expressly for use thereinholder; provided, however, that each Holder's holder’s obligation to indemnify the Company hereunder shall be apportioned between each Holder holder based upon the net amount received by each Holder holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Holders holders of Registrable Securities sold pursuant to such registration statement, no such Holder holder being liable to the Company in excess of such apportionment; and provided, further (i) that each Holder's holder’s obligation to indemnify the Company hereunder shall be apportioned between each Holder holder as is appropriate to reflect the relative fault of such Holder holder on the one hand, and of each other Holder holder on the other, in connection with the statements or omissions that resulted in such Losses. The relative fault of each Holder holder on the one hand, and each other Holder holder on the other, shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Holder holder and the parties' ’ relevant intent, knowledge, information and opportunity to correct or prevent such statement or omission.

By the Investors. In connection with any registration statement in which a Holder of Registrable Securities is participating pursuant to this Agreement, each such Holder will, if requested, furnish to the Company in writing information regarding such Holder's ’s ownership of Registrable Securities and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) the Company against all Losses caused by, resulting from, or relating to any untrue or alleged untrue statement of material fact contained in the Resale Shelf Registration Statement, prospectusProspectus, or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished to the Company in writing by or on behalf of such Holder expressly for use therein; provided, however, that each Holder's ’s obligation to indemnify the Company hereunder shall be apportioned between each Holder based upon the net amount received by each Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Holders of Registrable Securities sold pursuant to such registration statement, no such Holder being liable to the Company in excess of such apportionment; and provided, provided further that each Holder's ’s obligation to indemnify the Company hereunder shall be apportioned between each Holder as is appropriate to reflect the relative fault of such Holder on the one hand, and of each other Holder on the other, in connection with the statements or omissions that resulted in such Losses. The relative fault of each Holder on the one hand, and each other Holder on the other, shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Holder and the parties' ’ relevant intent, knowledge, information and opportunity to correct or prevent such statement or omission.

By the Investors. In connection with any the registration statement in which a Holder under the Securities Act of Registrable Securities is participating the Matria Shares of the Investors pursuant to this AgreementSection 2.8, each Investor receiving such Holder will, if requested, furnish to the Company in writing information regarding such Holder's ownership of Registrable Securities and, to the extent permitted by law, Matria Shares shall, severally and not jointly, indemnify the Companyand hold harmless Matria, each of its directors, each of its officers who have signed such Registration Statement and each Person other person, if any, who controls (Matria within the meaning of Section 15 of the Securities Act, and each other Investor and each controlling person of such Investors and each of their respective partners, trustees, officers, directors, employees, agent and affiliates against any Losses to which such indemnified party may become subject under the Securities Act and or otherwise, but only to the rules and regulations thereunderextent such Losses arise out of or are based upon (i) the Company against all Losses caused by, resulting from, or relating to any untrue statement or alleged untrue statement of any material fact contained in any of the Resale Registration Statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto Disclosure Documents or any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to if the extent that such untrue statement or omission is caused by was made in reliance upon and contained in such conformity with written information so furnished to the Company in writing Matria by or on behalf of such Holder expressly indemnifying party for use therein; provided(ii) the use by such indemnifying party of any Prospectus after such time as Matria has advised such indemnifying party in writing that the filing of a post-effective amendment or supplement thereto is required, howeverexcept the Prospectus as so amended or supplemented, that each Holder's or after such time as the obligation of Matria to indemnify keep the Company hereunder shall be apportioned between each Holder based upon the net amount received Registration Statement effective and current has expired, or (iii) any information given or representation made by each Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Holders of Registrable Securities sold pursuant to such registration statement, no such Holder being liable to the Company in excess of such apportionment; and provided, further that each Holder's obligation to indemnify the Company hereunder shall be apportioned between each Holder as is appropriate to reflect the relative fault of such Holder on the one hand, and of each other Holder on the other, indemnifying party in connection with the statements sale of Matria Shares which is not contained in and not in conformity with the Prospectus (as amended or omissions that resulted supplemented at the time of the giving of such information or making of such representation); and such indemnifying party shall reimburse each such indemnified party for all legal and other expenses reasonably incurred by such party in investigating or defending against any such Lossesclaims, whether or not resulting in any liability, or in connection with any investigation or proceeding by any governmental agency or instrumentality relating to any such claims with respect to any offering of securities pursuant to this Section 2.8, but excluding any amounts paid in settlement of any Litigation, commenced or threatened, if such settlement is effected without the prior written consent of such indemnifying party. The relative fault of each Holder on the one handindemnification obligations under this subparagraph (b), and each other Holder on the othercontribution obligations under subparagraph (d), of an indemnifying Investor shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement limited to the amount of a material fact or the omission or alleged omission to state a material fact relates to information supplied proceeds received by such Holder and Investor upon the parties' relevant intent, knowledge, information and opportunity sale of Matria Shares under a Registration Statement filed to correct which Section 2.1 or prevent such statement or omission2.3 hereof applies.

By the Investors. In connection with any registration statement in which a Holder of Registrable Securities is participating pursuant to this Agreement, each such Holder will, if requested, furnish to the Company in writing information regarding such Holder's ’s ownership of Registrable Securities and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) the Company against all Losses caused by, resulting from, or relating to any untrue or alleged untrue statement of material fact contained in the Resale Shelf Registration Statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished to the Company in writing by or on behalf of such Holder expressly for use therein; provided, however, that each Holder's ’s obligation to indemnify the Company hereunder shall be apportioned between each Holder based upon the net amount received by each Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Holders of Registrable Securities sold pursuant to such registration statement, no such Holder being liable to the Company in excess of such apportionment; and provided, provided further that each Holder's ’s obligation to indemnify the Company hereunder shall be apportioned between each Holder as is appropriate to reflect the relative fault of such Holder on the one hand, and of each other Holder on the other, in connection with the statements or omissions that resulted in such Losses. The relative fault of each Holder on the one hand, and each other Holder on the other, shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Holder and the parties' ’ relevant intent, knowledge, information and opportunity to correct or prevent such statement or omission.

By the Investors. In connection with any registration statement Registration Statement in which a Holder holder of Registrable Securities Issued Shares or Issued Notes is participating pursuant to this Agreementparticipating, each such Holder will, if requested, participating Investor will furnish to the Company in writing information regarding such Holder's Investor’s ownership of Registrable Securities Issued Shares or Issued Notes and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify (i) the CompanyCompany and its affiliates, its directors, officers, employees, representatives and agents (collectively, the “Company Indemnified Persons”) and (ii) each Person person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the rules and regulations thereunderExchange Act) the any such Company Indemnified Person against all Losses caused by, resulting from, or relating to by (x) any untrue or alleged untrue statement of material fact contained in the Resale Registration Statement, prospectus, Prospectus or preliminary prospectus Prospectus or any amendment thereof or supplement thereto thereto, or any documents incorporated therein by reference, or (y) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but but, in each case, only to the extent that such untrue statement or omission is caused by and contained in such any information so furnished to the Company in writing by or on behalf of such Holder Investor expressly for use inclusion therein; provided, however, that each Holder's Investor’s obligation to indemnify the Company hereunder shall shall, to the extent more than one Investor is subject to the same indemnification obligation, be apportioned between each Holder among such Investors based upon the net amount received by each Holder Investor from the sale of Registrable Securities, as compared to the total net amount received by all of the Holders of Investors holding Registrable Securities sold pursuant to such registration statementRegistration Statement. Notwithstanding the foregoing, no such Holder being Investor shall be liable to the Company for amounts in excess of the lesser of (I) such apportionment; apportionment and provided, further that each Holder's obligation to indemnify (II) the Company hereunder shall be apportioned between each Holder as is appropriate to reflect the relative fault of such Holder on the one hand, and of each other Holder on the other, in connection with the statements or omissions that resulted in such Losses. The relative fault of each Holder on the one hand, and each other Holder on the other, shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied amount received by such Holder holder in the offering giving rise to such liability. Reimbursements payable pursuant to the indemnification contemplated by this Section 5(f)(B) will be made by periodic payments during the course of any investigation or defense, as and the parties' relevant intent, knowledge, information and opportunity to correct when bills are received or prevent such statement or omissionexpenses incurred.