Common use of By Parent Clause in Contracts

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of directors and officers and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In connection with any registration statement filed by Parent pursuant to Section 4.1 or Section 4.2, to the event of a registration fullest extent permitted by law, Parent will and hereby agrees to indemnify and hold harmless (i) each Investor and seller of any Registrable Securities under the Securities Act pursuant to this Agreementcovered by such registration statement, Parent will indemnify and hold harmless (ii) each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf who participates as an underwriter in the offering or sale of such holder of Registrable Securities and securities, (iii) each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act U.S. Exchange Act) such Investor or seller or any such underwriter, and the Exchange Act and its (iv) their respective shareholders, members, directors, officers, managers, membersemployees, partners, stockholdersagents and Affiliates (each, Affiliates or any other Person acting on behalf of such holder of Registrable Securities (collectively, the a “Selling Holder Indemnified PersonsParent Indemnitee”), in each case against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint actions or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsproceedings, whether commenced or threatened, in respect thereof) , whether or not such indemnified party is a party thereto), joint or several, and expenses, including the reasonable fees, disbursements and other charges of legal counsel and reasonable costs of investigation, in each case to which such Parent Indemnitee may become subject under the U.S. Securities Act or otherwise (collectively, a “Loss” or “Losses”), to the extent such Losses arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreementunder which such securities were Registered or otherwise offered or sold under the U.S. Securities Act or otherwise, any preliminary prospectus, final prospectus contained thereinor summary prospectus related thereto, or any amendment or supplement thereofthereto, or arise out of or are based upon the any document incorporated by reference therein (collectively, “Offering Documents”), (B) any omission or alleged omission to state therein in such Offering Documents a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under in which they were made) made not misleading, or (C) any violation by Parent of any federal or state law, rule or regulation applicable to Parent and relating to action required of or inaction by Parent in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsregistration; provided, however, that that, Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such Offering Documents in reliance upon and in conformity with information furnished by such Selling Holder Indemnified Person to Parent in writing specifically by or on behalf of such Parent Indemnitee stating that it is for use therein; and provided, further, that Parent will not be liable to any Person who participates as an underwriter in the Shelf Registration Statement offering or sale of shares of Registrable Securities, or who controls (within the meaning of the U.S. Exchange Act) such other registration underwriter, in any such case to the extent that any such Loss arises out of such Person’s failure to send or give a copy of the final prospectus (including any documents incorporated by reference therein), as the same may be then supplemented or amended, to the Person asserting an untrue statement or any prospectus (including, alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if applicable, any preliminary such statement or free writing omission was corrected in such final prospectus) contained therein or any amendment or supplement thereof. Such The foregoing indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, Parent Indemnitee and shall will survive the transfer of such securities by such Selling HolderParent Indemnitee.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of directors and officers and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of directors and officers and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by applicable law, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of directors and officers and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In Subject to the event of a registration of any Registrable Securities under limitations set forth in this Article 6, after the Securities Act pursuant to this AgreementEffective Time, Parent will shall indemnify and hold harmless each Selling Holder thereunder, Acquiror and its Affiliates that own Registrable Securities officers and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and each Personperson, if any, who directly (but not through any intermediary) controls such Selling Holder or may directly control (but not through any intermediary) Acquiror within the meaning of the Securities Act (each of the foregoing being referred to individually as an “Acquiror Indemnified Person” and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities (collectively, the collectively as “Selling Holder Acquiror Indemnified Persons”), ) from and against any and all losses, claimsLiabilities, damages, fees, costs and expenses or liabilities (including costs of investigation and defense and reasonable attorneys’fees and expenses of lawyers, accountants’ experts and experts’ other professionals, except to the extent that the corresponding Indemnifying Party has assumed the defense of such matter, and the Indemnifying Party is not otherwise obligated to indemnify for such fees and expenses) , in each case in accordance with Section 6.7), whether or not due to a Third Party Claim (collectively, “LossesIndemnifiable Damages”), joint or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon resulting from (i) any untrue statement or alleged untrue statement breach of any material fact contained representation or warranty made by Parent or the Company in Article 2 of this Agreement or by the Existing India Subsidiary (and, if applicable, any other subsidiary of the Existing India Subsidiary that may be included in the Shelf Registration Statement or any other registration statement contemplated by this India Sub Assets) in the India Transfer Agreement, (ii) any prospectus contained thereinbreach of any certification, representation or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (warranty made by Parent in the case Parent Secretary Certificate, (iii) any breach of a prospectus, in light any of the circumstances under which they were madecovenants or agreements made by Parent in this Agreement or by the Existing India Subsidiary in the India Services Agreement, (iv) the Excluded Liabilities, and (v) the foreclosure by Silicon Valley Bank of its lien pursuant to the SVB Loan Agreement on the assets of the Company before such lien is terminated in accordance with Section 4.9. Materiality standards or qualifications, and qualifications by reference to the defined term “Material Adverse Effect” in any representation, warranty or covenant shall only be taken into account in determining whether a breach of such representation, warranty or covenant exists, and shall not misleading, be taken into account in connection with determining the registration statement in respect amount of any registration Indemnifiable Damages with respect to such breach. Parent shall not have any right of Parent’s securitiescontribution, and will reimburse each such Selling Holder indemnification or right of advancement from the Surviving Corporation with respect to any Indemnifiable Damages claimed by an Acquiror Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or ProceedingsPerson; provided, however, that Parent will not be liable nothing in any such case if and to the extent that any such Loss arises out of this sentence shall limit Parent’s rights or is based upon an untrue statement Acquiror’s obligations set forth in this Article 6 (including Section 6.2(b)) or alleged untrue statement or omission or alleged omission so made elsewhere in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holderthis Agreement.

By Parent. In From and after the event of a registration of any Registrable Securities under the Securities Act pursuant to this AgreementClosing Date, Parent will and its Subsidiaries, including the Surviving Corporation, shall jointly and severally indemnify and hold harmless the Company Stockholders and (without duplication) each Selling Holder thereunder, its Affiliates that own Registrable Securities and of their respective Subsidiaries, Affiliates officers, directors, officersshareholders, managersowners and employees, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities and each such Person, if any, who controls such Selling Holder within the meaning of the Securities Act ’s successors and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities assigns (collectively, the “Selling Holder HOB Indemnified PersonsParties”), from and against all Damages imposed upon or incurred by any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar HOB Indemnified Parties as such Losses (or Proceedings, whether commenced or threateneda result of, in respect thereof) arise connection with, or arising out of or are based upon (i) any untrue statement or alleged untrue statement breach of any material fact representation or warranty of Parent contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, (ii) any prospectus breach or violation of any covenant, agreement or other obligation of Parent or Merger Sub contained thereinin this Agreement and (iii) the ownership, operation or management of the Surviving Corporation, its Subsidiaries or any amendment of its or supplement thereoftheir respective assets, properties or arise out of or are based upon businesses following the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or ProceedingsClosing Date; provided, however, provided that Parent will shall not be liable have any obligation hereunder with respect to any breach described in any Section 10.2(b)(i) unless the Company Stockholder Representative has made a claim for indemnification pursuant to Section 10.3 with respect to such case if and breach on or prior to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (includingEscrow Release Date. EXCEPT WITH RESPECT TO BREACHES OF SECTION 8.6, if applicablePARENT AND ITS SUBSIDIARIES SHALL NOT BE REQUIRED TO INDEMNIFY OR HOLD HARMLESS ANY HOB INDEMNIFIED PARTY OR OTHERWISE COMPENSATE ANY HOB INDEMNIFIED PARTY FOR DAMAGES WITH RESPECT TO LOST PROFITS, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such directorRESTITUTION, officer or controlling PersonDAMAGE TO REPUTATION, and shall survive the transfer of such securities by such Selling HolderDIMINUTIONS IN VALUE, MENTAL OR EMOTIONAL DISTRESS, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES; IT BEING UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT ALL SUCH DAMAGES ARE FORESEEABLE, LIKELY AND PROBABLE WITH RESPECT TO ANY BREACHES OF SECTION 8.6 HEREOF BY PARENT AND ITS AFFILIATES.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of directors and officers and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In connection with any registration statement filed by Parent pursuant to Section 1.1 or Section 1.2, to the event of a registration fullest extent permitted by law, Parent will and hereby agrees to indemnify and hold harmless (i) each Investor and seller of any Registrable Securities under the Securities Act pursuant to this Agreementcovered by such registration statement, Parent will indemnify and hold harmless (ii) each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf who participates as an underwriter in the offering or sale of such holder of Registrable Securities and securities, (iii) each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act U.S. Exchange Act) such Investor or seller or any such underwriter, and the Exchange Act and its (iv) their respective shareholders, members, directors, officers, managers, membersemployees, partners, stockholdersagents and Affiliates (each, Affiliates or any other Person acting on behalf of such holder of Registrable Securities (collectively, the a “Selling Holder Indemnified PersonsParent Indemnitee”), in each case against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint actions or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsproceedings, whether commenced or threatened, in respect thereof) , whether or not such indemnified party is a party thereto), joint or several, and expenses, including the reasonable fees, disbursements and other charges of legal counsel and reasonable costs of investigation, in each case to which such Parent Indemnitee may become subject under the U.S. Securities Act or otherwise (collectively, a “Loss” or “Losses”), to the extent such Losses arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreementunder which such securities were Registered or otherwise offered or sold under the U.S. Securities Act or otherwise, any preliminary prospectus, final prospectus contained thereinor summary prospectus related thereto, or any amendment or supplement thereofthereto, or arise out of or are based upon the any document incorporated by reference therein (collectively, “Offering Documents”), (B) any omission or alleged omission to state therein in such Offering Documents a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under in which they were made) made not misleading, or (C) any violation by Parent of any federal or state law, rule or regulation applicable to Parent and relating to action required of or inaction by Parent in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsregistration; provided, however, that that, Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such Offering Documents in reliance upon and in conformity with information furnished by such Selling Holder Indemnified Person to Parent in writing specifically by or on behalf of such Parent Indemnitee stating that it is for use therein; and provided, further, that Parent will not be liable to any Person who participates as an underwriter in the Shelf Registration Statement offering or sale of shares of Registrable Securities, or who controls (within the meaning of the U.S. Exchange Act) such other registration underwriter, in any such case to the extent that any such Loss arises out of such Person’s failure to send or give a copy of the final prospectus (including any documents incorporated by reference therein), as the same may be then supplemented or amended, to the Person asserting an untrue statement or any prospectus (including, alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if applicable, any preliminary such statement or free writing omission was corrected in such final prospectus) contained therein or any amendment or supplement thereof. Such The foregoing indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, Parent Indemnitee and shall will survive the transfer of such securities by such Selling HolderParent Indemnitee.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by applicable law, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of employees and agents and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or controlling Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.