Common use of Indemnification by Participants Clause in Contracts

Indemnification by Participants. Each Participant in such registration will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each other Person, if any, who controls the Company, within the meaning of the Securities Act, each underwriter of Registrable Securities and each Person, if any, who controls any such underwriter within the meaning of the Securities Act (collectively, the "Company Indemnitees" and, individually, a "Company Indemnitee") and each other Participant Indemnitee against all losses, claims, damages or liabilities, joint or several, to which any of the Company Indemnitees or the other Participant Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, 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 not misleading, but only if, and to the extent that, such statement or omission was in reliance upon and in conformity with written information furnished to the Company by such participant specifically for use in the preparation thereof. Notwithstanding the foregoing, the indemnification obligation of each Participant herein shall be limited to the net proceeds received by such Participant in the offering of the Registrable Securities effected by the Registration Statement.

Indemnification by Participants. Each Participant in such registration will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each other Personperson, if any, who controls the Company, within the meaning of the Securities Act, each underwriter of Registrable Securities participating in such registration and each Person, if any, Person who controls any such underwriter underwriter, within the meaning of the Securities Act (collectively, the "“Company Indemnitees" ” and, individually, a "“Company Indemnitee"”) and each other Participant Indemnitee against all losses, claims, damages or liabilities, joint or several, to which any of the Company Indemnitees or the other Participant Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, 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 not misleading, but only if, and to the extent that, such statement or omission was in reliance upon and in conformity with written information furnished to the Company by such participant Participant specifically for use in the preparation thereof. Notwithstanding the foregoing, the indemnification obligation of each Participant herein shall be limited to the net proceeds received by such Participant in the offering of the Registrable Securities effected by the Registration Statement.

Indemnification by Participants. Each Participant in such registration will will, jointly and severally, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and officers, each other Person, if any, who controls the Company, within the meaning of the Securities Act, each underwriter of Registrable Securities and each Person, if any, who controls any such underwriter Company within the meaning of the Securities Act or the Exchange Act (collectively, the "“Company Indemnitees" ” and, individually, a "“Company Indemnitee") ”), and each other Participant Indemnitee against any and all losses, claims, damages or damage, liabilities, costs and expenses (including reasonable attorneys’ fees), joint or several, to which any of the Company Indemnitees or the other Participant Indemnitees may become subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages damages, liabilities, costs or liabilities expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, 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 any Prospectus, in light of the circumstances under which they were made) not misleading, but only if, and to the extent that, such statement or omission was is made in reliance upon on and in conformity with written information furnished to the Company by such participant specifically Participant for use inclusion in the preparation thereof. Notwithstanding the foregoing, the indemnification obligation of each Participant herein shall be limited to the net proceeds received by such Participant in the offering of the Registrable Securities effected by the Registration StatementStatement or Prospectus.

Indemnification by Participants. Each Participant in such registration will will, jointly and severally, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed (collectively, the Registration Statement and each other Person“Company Indemnitees” and, if anyindividually, who controls the Companya “Company Indemnitee”), within the meaning of the Securities Act, each underwriter of Registrable Securities and each Person, if any, who controls any such underwriter Participant within the meaning of the Securities Act (collectively, or the "Company Indemnitees" and, individually, a "Company Indemnitee") Exchange Act and each other Participant Indemnitee against any and all losses, claims, damages or damage, liabilities, costs and expenses (including reasonable attorneys’ fees), joint or several, to which any of the Company Indemnitees or the other Participant Indemnitees may become subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages damages, liabilities, costs or liabilities expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, 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 any Prospectus, in light of the circumstances under which they were made) not misleading, but only if, and to the extent that, such statement or omission was is made in reliance upon on and in conformity with written information furnished to the Company by such participant specifically Participant for use inclusion in the preparation thereof. Notwithstanding the foregoing, the indemnification obligation of each Participant herein shall be limited to the net proceeds received by such Participant in the offering of the Registrable Securities effected by the Registration StatementStatement or Prospectus.

Indemnification by Participants. Each Participant (a "Participant Indemnitor") in such registration registration, severally but not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each other Person, if any, who controls the Company, within the meaning of the Securities Act, each underwriter of Registrable Securities and each Person, if any, who controls the Company or any such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the "Company Indemnitees" and, individually, a "Company Indemnitee") and each other Participant Indemnitee Indemnitor against all losses, claims, damages or liabilities, joint or several, to which any of the Company Indemnitees or the other Participant Indemnitees Indemnitors may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, 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 therein, in light of the circumstances under which they were made, not misleading, but only if, and to the extent that, such statement or omission was in reliance upon and in conformity with is based on written information furnished to provided by the Participant Indemnitor or a representation of a Participant Indemnitor, that such Participant Indemnitor, has requested be included in such Registration Statement or Prospectus, and will reimburse each Company Indemnitee and each other Participant Indemnitor for all legal or other expenses reasonably incurred by it in connection with investigating or defending against such participant specifically for use loss, claim, damage, liability or action; provided, however, that the maximum amount of liability in respect of such indemnification (including, but not limited to, attorneys' fees and expenses) shall be limited, in the preparation thereof. Notwithstanding the foregoing, the indemnification obligation case of each Participant herein shall be limited Indemnitor, to an amount equal to the net proceeds actually received by such Participant in Indemnitor from the offering sale of the Registrable Securities effected by the Registration Statementunder such registration statement.

Indemnification by Participants. Each Participant The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a) hereof and to entering into any underwriting agreement with respect thereto, that it shall have received an undertaking reasonably satisfactory to it from the Holders of such registration will Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement Company and each all other Person, if any, who controls the Company, within the meaning of the Securities Act, each underwriter holders of Registrable Securities and each PersonSecurities, if any, who controls against any such underwriter within the meaning of the Securities Act (collectively, the "Company Indemnitees" and, individually, a "Company Indemnitee") and each other Participant Indemnitee against all losses, claims, damages or liabilities, joint or several, liabilities to which any of the Company Indemnitees or the such other Participant Indemnitees holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in such Registration Statementregistration statement, or Prospectus any preliminary, final or summary prospectus contained thereintherein or furnished by the Company to any Holder, agent or underwriter, or any amendment or supplement thereto, 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 not misleading, in each case to the extent, but only if, and to the extent thatextent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such participant specifically Holder or underwriter expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by it in the preparation thereof. Notwithstanding the foregoingconnection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED, the indemnification obligation of each Participant herein HOWEVER, that no such Holder shall be limited required to undertake liability to any person under this Section 7(b) for any amounts in excess of the net dollar amount of the proceeds to be received by such Participant in Holder from the offering sale of the such Holder's Registrable Securities effected by the Registration Statementpursuant to such registration.

Indemnification by Participants. Each Participant in such any registration will undertaken pursuant hereto will, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each other Person, if any, who controls the Company, within the meaning of the Securities ActStatement, each underwriter of Registrable Securities and each Person, if any, who controls the Company or any such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the "“Company Indemnitees" ” and, individually, a "“Company Indemnitee"”) and each the other Participant Indemnitee Indemnitees (and such Participants’ officers, directors, partners, and employees, legal counsel and independent auditors) against all losses, claims, damages or liabilities, joint or several, to which any of the Company Indemnitees or the other Participant Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, 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 therein, in light of the circumstances under which they were made, not misleading, but only if, and to the extent that, such statement or omission was in reliance upon and in conformity with is resulting specifically from written information furnished to the Company provided and authorized in writing by such participant specifically indemnifying Participant or a representation in writing of such indemnifying Participant and will, severally and not jointly, reimburse each Company Indemnitee or other Participant Indemnitee for use all legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the maximum amount of liability in respect of such indemnification (including, but not limited to, attorneys’ fees and expenses) shall be limited, in the preparation thereof. Notwithstanding the foregoing, the indemnification obligation case of each Participant herein shall be limited indemnifying Participant, to an amount equal to the net proceeds actually received by such indemnifying Participant in from the offering sale of the Registrable Securities effected by the under such Registration Statement.

Indemnification by Participants. Each Participant in such ------------------------------- registration will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each other Person, if any, who controls the Company, within the meaning of the Securities Act, each underwriter of Registrable Securities and each Person, if any, who controls the Company or any such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the "Company Indemnitees" and, individually, a "Company ------------------- ------- Indemnitee") and each other Participant Indemnitee against all losses, claims, ---------- damages or liabilities, joint or several, to which any of the Company Indemnitees or the other Participant Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, 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 therein, light of the circumstances under which they were made, not misleading, but only if, and to the extent that, such statement or omission was in reliance upon and in conformity with is based on written information furnished to provided by the Company by such participant Participant Indemnitee or a representation of a Participant Indemnitee specifically for use inclusion in such Registration Statement, and will reimburse each Company Indemnitee or other Participant Indemnitee for all legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the maximum amount of liability in respect of such indemnification (including, but not limited to, attorneys' fees and expenses) shall be limited, in the preparation thereof. Notwithstanding the foregoing, the indemnification obligation case of each Participant herein shall be limited indemnifying Participant, to an amount equal to the net proceeds actually received by such indemnifying Participant in from the offering sale of Registrable Securities under such registration statement Each Participant also agrees to indemnify any underwriter of the Registrable Securities effected so offered and each person, if any, who controls such underwriter on the same basis as that of the indemnification by such Participant of the Registration StatementCompany provided in this Section 11(b).

Indemnification by Participants. Each Participant in such registration will Participant, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its the Company's directors, each of its officers who has signed the Registration Statement and employees and each other Person, if any, person who controls the Company, Company within the meaning of the Securities Act, each underwriter of Registrable Securities and each Person, if any, who controls any such underwriter within the meaning of either the Securities Act or the Exchange Act (collectively, the "Company Indemnitees" and, individuallyeach, a "Company IndemniteeParty") and each other Participant Indemnitee ), against all any losses, claims, damages or liabilities, joint or several, to which any of the such Company Indemnitees or the other Participant Indemnitees Party 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 any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registration StatementRegistrable Securities were registered under the Securities Act, or any preliminary, final or summary Prospectus contained thereintherein or furnished by the Company to such Participant, or any amendment or supplement thereto, 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 not misleading, but only ifand each Participant shall, and to the extent it hereby agrees to, reimburse each Company Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, that, each Participant agrees to provide such statement or omission was in reliance upon and in conformity indemnification only with reference to written information furnished to the Company by or on behalf of such participant Participant specifically for use in the preparation thereofany registration statement, or any preliminary or final or summary Prospectus contained therein or any amendment or supplement thereto. Notwithstanding the foregoing, the indemnification obligation of This indemnity agreement will be acknowledged by each Participant herein shall that is not an Initial Purchaser in such Participant's Notice and will be limited in addition to the net proceeds received by any liability which any such Participant in the offering of the Registrable Securities effected by the Registration Statementperson may otherwise have.

Indemnification by Participants. Each Participant The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a) hereof and to entering into any underwriting agreement with respect thereto, that it shall have received an undertaking reasonably satisfactory to it from the Holders of such registration will Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement Company and each all other Person, if any, who controls the Company, within the meaning of the Securities Act, each underwriter holders of Registrable Securities and each PersonSecurities, if any, who controls against any such underwriter within the meaning of the Securities Act (collectively, the "Company Indemnitees" and, individually, a "Company Indemnitee") and each other Participant Indemnitee against all losses, claims, damages or liabilities, joint liabilities (or several, actions in respect thereof) to which any of the Company Indemnitees or the such other Participant Indemnitees holders of Registrable Securities may become subject subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in such Registration Statementregistration statement, or Prospectus any preliminary, final or summary prospectus contained thereintherein or furnished by the Company to any Holder, agent or underwriter, or any amendment or supplement thereto, 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 therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only if, and to the extent thatextent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such participant specifically Holder or underwriter pertaining to such Holder or underwriter expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by it in the preparation thereof. Notwithstanding the foregoingconnection with investigating or defending any such action or claim as such expenses are incurred; provided, the indemnification obligation of each Participant herein however, that no such Holder shall be limited required to undertake liability to any person under this Section 7(b) for any amounts in excess of the net dollar amount of the proceeds to be received by such Participant in Holder from the offering sale of the such Holder's Registrable Securities effected by the Registration Statementpursuant to such registration.

Indemnification by Participants. Each Participant in such registration will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each other Person, if any, who controls the Company, within the meaning of the Securities Act, each underwriter of Registrable Securities and each Person, if any, who controls the Company or any such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the "Company IndemniteesCOMPANY INDEMNITEES" and, individually, a "Company IndemniteeCOMPANY INDEMNITEE") and each other Participant Indemnitee against all losses, claims, damages or liabilities, joint or several, to which any of the Company Indemnitees or the other Participant Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, 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 therein, in light of the circumstances under which they were made, not misleading, but only if, and to the extent that, such statement or omission was in reliance upon and in conformity with is based on written information furnished to provided by the Participant or a representation of such Participant, that such Participant has requested be included in such Registration Statement or Prospectus, and will reimburse each Company Indemnitee or other Participant Indemnitee for all legal or other expenses reasonably incurred by it in connection with investigating or defending against such participant specifically for use loss, claim, damage, liability or action; provided, however, that the maximum amount of liability in respect of such indemnification (including, but not limited to, attorneys' fees and expenses) shall be limited, in the preparation thereof. Notwithstanding the foregoing, the indemnification obligation case of each Participant herein shall be limited indemnifying Participant, to an amount equal to the net proceeds actually received by such indemnifying Participant in from the offering sale of the Registrable Securities effected by the under such Registration Statement.