Common use of By Corporation Clause in Contracts

By Corporation. The Corporation agrees to indemnify and hold harmless, to the extent permitted by law, the Holders, if applicable, and each Person who participates as an underwriter in the offerings or sale of the Designated Qualifiable Securities, their respective directors, officers, employees, partners, members, shareholders and agents and each Person who controls such Holder (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses (in each case, as they are incurred) arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” laws or any amendment thereto which contains or is alleged to contain, a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holders or the underwriter or underwriters); and (iii) non-compliance or alleged non-compliance by the Corporation with any of the Securities Laws in connection with a Secondary Qualification and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any information or statement referred to in clause (i) or (ii) of this subsection 4.2(a) has been furnished to the Corporation by the Holders in writing pursuant to subsection 3.2(a) or the underwriter or underwriters expressly for use therein; or (B) directly caused by any Holder’s or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws or (C) any amounts paid in settlement of any claim if such settlement is effected without the prior consent of the Corporation, which consent will not be unreasonably withheld, conditioned or delayed.

By Corporation. The Corporation agrees to indemnify and hold harmlessindemnify, to the extent permitted by law, the Holders, if applicable, Holders and each Person who participates as an underwriter in the offerings offering or sale of the Designated Qualifiable Registrable Securities, their respective directors, officers, employees, partners, members, shareholders employees and agents and each Person who controls any Holder or any such Holder underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits)losses, claims, damages, liabilities and expenses (in each case, as they are incurred) arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, registration statementProspectus or the Registration Statement, any filing made in connection with the Qualification Registration under the securities or other “blue sky” laws rules or any amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain, contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon any misrepresentation or alleged misrepresentation in the preliminary prospectusProspectus, the final prospectus, the registration statement, Registration Statement or any amendment thereto or any other document filed in connection therewith or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holders Holder or the underwriter or underwritersunderwriters which is not as a result of a failure or alleged failure of the Corporation to comply with applicable Securities Laws); and (iii) non-compliance or alleged non-compliance by the Corporation with any of the Securities Laws in connection with a Secondary Qualification Registration and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any information or statement referred to in clause (i) or (ii) of this subsection 4.2(a) has been furnished to the Corporation by the Holders in writing pursuant to subsection 3.2(a) or the underwriter or underwriters expressly for use thereintherein pursuant to subsection 3.2(a) or Section 4.1; or (B) directly caused by any Holder’s the Holders’ or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Registrable Securities, a copy of the prospectus Prospectus or the registration statement Registration Statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws in a manner which is not a result of a failure or alleged failure of the Corporation to comply with applicable Securities Laws or (C) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Corporation, which consent will shall not be unreasonably withheld, conditioned withheld or delayed.

By Corporation. The Corporation agrees to indemnify and hold harmlessindemnify, to the extent permitted by law, the HoldersHolder, the Other TAM Clients, if applicable, and each Person who participates as an underwriter in the offerings offering or sale of the Designated Qualifiable Securities, their respective directors, officers, employees, partners, members, shareholders employees and agents and each Person who controls such Holder underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses (in each case, as they are incurred) arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” laws rules or any amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain, a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, statement or any amendment thereto or any other document filed in connection therewith or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holders Holder, the Other TAM Clients, if applicable, or the underwriter or underwriters)) preventing or restricting the trading in or the sale and distribution of the Designated Qualifiable Securities pursuant to a Secondary Qualification; and (iii) non-compliance or alleged non-compliance by the Corporation with any of the Securities Laws in connection with a Secondary Qualification and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any information or statement referred to in clause (i) or (ii) of this subsection 4.2(a) has been furnished to the Corporation by the Holders in writing Holder pursuant to subsection 3.2(a) or the underwriter or underwriters expressly for use therein; or (B) directly caused by any Holder’s the Holder (or, if applicable, the Other TAM Clients) or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws or (C) any amounts paid in settlement of any claim Claim have been paid if such settlement is effected without the prior written consent of the Corporation, which consent will shall not be unreasonably withheld, conditioned withheld or delayed.

By Corporation. The Corporation agrees to indemnify and hold harmlessindemnify, to the extent permitted by law, the Holders, if applicable, Holder and each Person who participates as an underwriter in the offerings offering or sale of the Designated Qualifiable Securities, their respective directors, officers, employees, partners, members, shareholders employees and agents and each Person who controls such Holder underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses (in each case, as they are incurred) arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” laws rules or any amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain, a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, statement or any amendment thereto or any other document filed in connection therewith or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holders Holder or the underwriter or underwriters); and (iii) non-compliance or alleged non-compliance by the Corporation with any of the Securities Laws in connection with a Secondary Qualification and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any information or statement referred to in clause (i) or (ii) of this subsection 4.2(a) has been furnished to the Corporation by the Holders in writing pursuant to subsection 3.2(a) Holder or the underwriter or underwriters expressly for use thereintherein pursuant to subsection 3.2(a) or Section 4.1; or (B) directly caused by any Holder’s the Holder or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws or (C) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Corporation, which consent will shall not be unreasonably withheld, conditioned withheld or delayed.