Common use of Indemnification by Acquiror Clause in Contracts

Indemnification by Acquiror. If a Holder's Registrable Securities are sold under a Prospectus which is a part of a Registration Statement, Acquiror agrees to indemnify and hold harmless such Holder from and against any and all losses, claims, damages and liabilities (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any violation or alleged violation by Acquiror of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Acquiror will not be liable to any Holder to the extent that such loss, claim, damage or liability arises from or is based upon any untrue statement of a material fact or omission of a material fact that was made in such Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to Acquiror by such Holder expressly for use therein.

Indemnification by Acquiror. If a Holder's Registrable Securities are sold under a Prospectus which is a part of a Registration Statement, Acquiror agrees to will indemnify and hold harmless such Holder from Parent and its officers, directors, stockholders and each other person, if any, who controls Parent within the meaning of the Securities Act, against any and all losses, claims, damages and liabilities (including any investigationor liabilities, legal joint or other expenses reasonably incurred in connection withseveral, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which such Holder it may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of a any material fact contained in any the Registration Statement, any Prospectus or preliminary prospectus final Prospectus contained in the Registration Statement, or any amendment or supplement thereto, thereof; or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any violation or alleged violation by Acquiror of any rule or regulation promulgated under the Securities Act, Act applicable to the Exchange Act Acquiror and relating to action or any state securities or blue sky laws inaction required of Acquiror in connection with the Registration Statementsuch registration; and will reimburse Parent, Prospectus and each such officer, director, stockholder and controlling person for any legal or preliminary prospectus other expenses reasonably incurred by them in connection with investigating or defending any amendment such loss, claim, damage, liability or supplement theretoaction; provided, provided however, that Acquiror will not be liable to in any Holder such case if and to the extent that any such loss, claim, damage or liability arises from out of or is based upon any an untrue statement of a material fact or alleged untrue statement or omission of a material fact that was or alleged omission so made in conformity with information furnished in writing by Parent or any such controlling person for use in such Registration Statement, Prospectus Statement or preliminary prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to Acquiror by such Holder expressly for use thereinProspectus.

Indemnification by Acquiror. If a Holder's Registrable Securities are sold under a Prospectus which is a part of a Registration Statement, Acquiror agrees to indemnify and hold harmless each Holder included in any registration of Registrable Securities pursuant to this Agreement, its trustees, officers and directors and each Person who controls such Holder from (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any agent or investment adviser thereof against any and all losses, claims, damages damages, liabilities and liabilities expenses (including reasonable attorneys' fees and expenses) incurred by such party pursuant to any investigation, legal actual or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any threatened action, suit or suit, proceeding or any claim asserted) to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise investigation arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or preliminary prospectus Prospectus, or any amendment or supplement thereto, to any of the foregoing or (ii) the any 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 or a preliminary Prospectus, in light of the circumstances then existing) not misleading misleading, except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to Acquiror by such Holder or its counsel expressly for use therein. In connection with an underwritten offering, Acquiror will indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (iii) any violation or alleged violation by Acquiror within the meaning of Section 15 of the Securities Act, Act or Section 20 of the Exchange Act or any state securities or blue sky laws in connection Act) to the same extent as provided above with respect to the Registration Statementindemnification of the Holders. Notwithstanding the foregoing provisions of this Section 10(a), Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Acquiror will not be liable to any Holder, any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such Holder to or underwriter (within the extent that meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), under the indemnity agreement in this Section 10(a) for any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense that arises from out of such Holder's or is based upon any other Person's failure to send or deliver a copy of a final Prospectus to the Person asserting an untrue statement of a material fact or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of a material fact that the sale of the Registrable Securities to such Person if such statement or omission was made corrected in such Registration Statement, final Prospectus or preliminary prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information Acquiror has previously furnished copies thereof to Acquiror by such Holder expressly for use thereinin accordance with this Agreement.

Indemnification by Acquiror. If a Holder's Registrable Securities are sold In consideration of each Admitted Partner’s execution and delivery of this Agreement and the other Transaction Documents and acquisition of the Units hereunder, and in addition to all of Acquiror’s other obligations under a Prospectus which is a part of a Registration Statementthis Agreement and the other Transaction Documents, from and after the Closing, Acquiror agrees to shall defend, protect, indemnify and hold harmless such Holder each Admitted Partner and all of their respective stockholders, partners, parent companies, subsidiaries, Affiliates, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement, collectively, the “Indemnitees”) from and against any and all lossesactions, causes of action, suits, claims, damages losses, costs, penalties, fees, liabilities and liabilities (including any investigationdamages, legal or other and expenses reasonably incurred in connection withtherewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements, but not including, with respect to any amount paid in settlement indirect, special, incidental, consequential or punitive damages of the Indemnitee (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, any actionor arising out of, suit or proceeding or any claim asserted) relating to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus or preliminary any form of Company prospectus or in any amendment or supplement theretothereto or in any Company preliminary prospectus, (ii) the or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; provided, however, that Acquiror shall not be liable for any Loss to the extent, but only to the extent, that any such Loss arises out of or is related to: (iiiA) any violation misrepresentation or breach of any representation or warranty made by the Admitted Partner in the Transaction Documents, (B) any breach of any covenant, agreement or obligation of the Admitted Partner contained in the Transaction Documents, or (C) any untrue statements, alleged untrue statements, omissions or alleged violation omissions based upon information regarding such Admitted Partner furnished in writing to Acquiror by Acquiror of the Securities Act, the Exchange Act or any state securities or blue sky laws such Admitted Partner for use in connection with the Registration StatementStatement or Prospectus, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Acquiror will not be liable to any Holder or to the extent that such loss, claim, damage information relates to such Admitted Partner or liability arises from or is based upon any untrue statement such Admitted Partner’s proposed method of a material fact or omission distribution of a material fact that Conversion Shares and was made in such Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto in reliance upon reviewed and in conformity with written information furnished not objected to Acquiror by such Holder expressly Admitted Partner in writing. To the extent that the foregoing undertaking by Acquiror may be unenforceable for use thereinany reason, Acquiror shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.