Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. Each Holder, severally and not jointly, shall indemnify and hold harmless the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each HolderIn the event any Registrable Securities are included in a registration statement under this Agreement, severally to the extent permitted by law, each holder whose Registrable Securities are registered pursuant to such registration statement will, and not jointly, shall hereby does indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the Corporation, each director of the CompanyCorporation, each officer of the Company Corporation and each other Person, if any, who controls the Company Corporation within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) with respect to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed Corporation by such Holder specifically stating that it is the holders expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, provided that the indemnity agreement contained in this Section 3.9(b) holders shall not apply be liable to amounts paid any Person who participates as an underwriter in settlement the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action if or proceeding in respect thereof) or expense arises out of such settlement is effected without the consent Person's failure to send or give a copy of the Holderfinal prospectus, which consent shall not as the same may be unreasonably withheld. The maximum liability then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received by such Holder from the sale of his/its Registrable Securities, except Securities to such Person if such statement or omission was corrected in the case of willful fraudsuch final prospectus. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company Corporation or any such director, officer or controlling Person and shall survive the transfer of such securities by such Holderseller.

Indemnification by the Holders. Each Holder, severally and not jointly, shall indemnify and hold harmless the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b3.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each HolderIn connection with any registration in which a Holder is participating, severally and not jointly, shall each such Holder agrees to indemnify and hold harmless the Company, each director present or past member of the Board, each past or present officer, employee, retained professional, agent and investment adviser, each past or present external advisor or manager, of the Company, each officer underwriter, broker or other Person acting on behalf of the Company Holder, and each other Person, if any, who controls the Company within the meaning Controls any of the Securities Actforegoing, any underwritertogether with the members, any other Holder selling securities in partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such registration statement and any officer, director, legal counsel or accountant or controlling person of any such HolderControlling Person, against any losses, claims, damages, or liabilities and expenses (including, without limitation, reasonable attorneys’ fees), joint or several) , to which the Company or any of the foregoing persons such indemnitees may become subject, subject under the Securities Act, the Exchange Act or other federal or state securities law otherwise, insofar as such losses, claims, damages, or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect theretothereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statementRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if 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 through an instrument duly executed provided by such Holder specifically stating that it is for use in the preparation of or on such registration statementHolder’s behalf, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability violation or action if such settlement is effected without the consent alleged violation of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received Securities Act or state securities laws or rules thereunder by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraudHolder. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company or any such directorBoard member, officer officer, employee, agent, investment adviser or controlling Controlling Person and shall survive the transfer of such securities by any Holder. The obligation of a Holder to indemnify will be several and not joint, among the Holders of Registrable Securities and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement, except in the case of fraud or willful misconduct by such Holder.

Indemnification by the Holders. Each Holder, severally and not jointly, shall Holder agrees to indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 5(a)) Parent, each director member of the CompanyBoard, each officer officer, employee and agent of the Company Parent and each other Person, if any, who controls any of the Company foregoing within the meaning of the Securities Act or the Exchange Act, with respect to any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Holder furnished to the Company through an instrument duly executed Parent by such Holder specifically stating that it is for use inclusion in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement and has not been corrected in a subsequent registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim; provided, however, that the indemnity agreement contained in this Section 3.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent Holder shall not be unreasonably withheld. The maximum liability of each Holder liable for any such indemnification shall not exceed amounts in excess of the amount of aggregate gross net proceeds received by such Holder from sales of Registrable Securities pursuant to the sale registration statement to which the claims relate, and provided, further, that the obligations of his/its Registrable Securities, except the Holders shall be several and not joint and several. This indemnity shall be in the case of willful fraudaddition to any liability Holder may otherwise have. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company Parent or any such director, officer or controlling Person indemnified party and shall survive the transfer of such securities by such HolderParent.

Indemnification by the Holders. Each HolderIn the event of any registration of any securities of the Company under the 1933 Act, severally each Holder will, and not jointly, shall hereby does agree to indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer other Person who participates as an underwriter in the offering or sale of the Company such securities and each other Person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, 1933 Act against any losses, claims, damagesdamages or liabilities, or liabilities (joint or several) , to which the Company or any of the foregoing persons such director or officer or underwriter or controlling person may become subject, subject under the Securities Act, the Exchange 1933 Act or other federal or state securities law otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect theretothereof) arise directly out of or are based upon of: (i) any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any registration statement under which such registration statementsecurities were registered under the 1933 Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any 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 each Holder will reimburse the Company and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder of Registrable Securities specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b) shall not apply to amounts paid in settlement of any . Any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each HolderIn connection with any Registration Statement in which a Holder is participating, severally and not jointly, shall each such Holder will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer employees, agents and any Person who is or might be deemed to be a controlling person of the Company and each other Person, if any, who controls the Company or any of its subsidiaries within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange Act against any Losses to which such Holder or any such director or officer, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant underwriter or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, subject under the Securities Act, the Exchange Act Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or other federal or state securities law otherwise, insofar as such losses, claims, damages, or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect theretothereof) arise out of or are based upon (i) any statement untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus, preliminary prospectus or free writing prospectus, or any amendment thereof or supplement thereto, or in any application or (ii) any omission or alleged omission from of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such registration statementuntrue statement or omission is made in such Registration Statement, any preliminary such prospectus, final preliminary prospectus or summary prospectus contained thereinfree writing prospectus, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in any application, in reliance upon and in conformity with written the Selling Holder Information (and except insofar as such Losses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any underwriter furnished to the Company through an instrument duly executed in writing by such Holder specifically stating that it is underwriter expressly for use in such Registration Statement), and such Holder will reimburse the preparation of Company and each such registration statementdirector, preliminary prospectusofficer, final prospectusunderwriter and controlling Person for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, summary prospectusdefending or settling any such loss, amendment claim, liability, action or supplementproceeding; provided, however, that the indemnity agreement contained in this Section 3.9(b) obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such loss, claim, damage, liability Losses (or action actions in respect thereof) if such settlement is effected without the consent of the Holder, such Holder (which consent shall not be unreasonably withheld. The maximum liability of ); and provided, further that the obligation to indemnify and hold harmless shall be individual and several to each Holder for any such indemnification and shall not exceed be limited to the amount of aggregate gross net proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities Securities covered by such HolderRegistration Statement.

Indemnification by the Holders. Each Holderholder of Registrable Securities which are included or are to be included in any registration statement filed in connection with this Agreement, as a condition to including Registrable Securities in such registration statement, shall, to the full extent permitted by law, severally and not jointly, shall indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, against any underwriter, Losses to which the Company or any other Holder selling securities in such registration statement and any officer, director, legal counsel director or accountant officer or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons Person may become subject, subject under the Securities Act, the Exchange Act or other federal or state securities law otherwise, insofar as such losses, claims, damages, or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect theretothereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or 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, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished or confirmed in writing to the Company through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementCompany; provided, however, that the in no event shall any indemnity agreement contained in provided by a Holder under this Section 3.9(b7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross net proceeds from the offering received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraudHolder. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company or any such director, officer officer, member, partner, trust beneficiaries, shareholder or controlling Person and shall survive the transfer of such securities by such HolderHolder pursuant to Section 13(g) of this Agreement.

Indemnification by the Holders. Each HolderHolder agrees that, severally as a ------------------------------ condition to including any Registrable Shares in any registration statement filed pursuant to Section 1 or 2, that each such Holder with Registrable Shares included in such registration statement will and not jointlyhereby does, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 9) the Company, each director of the Company, each officer of the Company Company, each other person who participates as an underwriter in an Underwritten Offering and each other Personperson, if any, who controls the Company or any such underwriter within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) with respect to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such Holder concerning such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in -------- any amounts paid by a Holder pursuant to this Section 3.9(b9(b) to indemnify the Company (including any director, officer or controlling person thereof) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross net proceeds received by such Holder from the sale of his/its Registrable Securities, except Shares included in the case of willful fraudany such registration statement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person person and shall survive the transfer of such securities by such Holder. Nothing herein shall preclude the Company from receiving indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by the Holders. Each Holder, severally and not jointly, shall indemnify and hold harmless the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b3.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross net proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each HolderIn the event of any registration of any securities of the Company under the 1933 Act, severally each Holder will, and not jointly, shall hereby does agree to indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer other Person who participates as an underwriter in the offering or sale of the Company such securities and each other Person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, 1933 Act against any losses, claims, damagesdamages or liabilities, or liabilities (joint or several) , to which the Company or any of the foregoing persons such director or officer or underwriter or controlling person may become subject, subject under the Securities Act, the Exchange 1933 Act or other federal or state securities law otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect theretothereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any registration statement under which such registration statementsecurities were registered under the 1933 Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any 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 each Holder will reimburse the Company and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder of Registrable Securities specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b) shall not apply to amounts paid in settlement of any . Any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person person and shall survive the transfer of such securities by such Holder.