Common use of Indemnification by the Issuer Clause in Contracts

Indemnification by the Issuer. The Issuer shall indemnify and hold harmless each Indemnified Party under clause (ii) of such definition from and against any and all losses, claims, actions, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), joint or several, (“Damages”) caused by, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to the Registrable Securities or any other securities held by the holders of Registrable Securities that are expressly included therein by the Issuer or any preliminary prospectus or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) (each, as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) related thereto, or caused by or relating to 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 or caused by or related to any violation or alleged violation of the Securities Act or Exchange Act, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made in reliance upon and in conformity with information furnished in writing to the Issuer by such Holder or on such Holder’s behalf expressly for use therein. The indemnification provided for under this Section 3.01 shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party or a subsequent Transfer by an Indemnified Party of its equity securities in the Issuer. No Holder shall be liable under this Section 3.01 for any Damages in excess of the net proceeds realized by such Holder in the sale of Registrable Securities of such Holder to which such Damages relate.

Indemnification by the Issuer. The To the extent permitted by applicable law, the Issuer shall agrees to indemnify and hold harmless each Indemnified Party under clause (ii) Selling Holder, its officers, directors and agents, and each Person, if any, who controls each such Selling Holder within the meaning of such definition Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, actions, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), joint or several, (“Damages”) caused by, arising out of or relating to by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement registration statement or prospectus relating to the Registrable Securities or any other securities held by the holders of Registrable Securities that are expressly included therein by the Issuer or any preliminary prospectus or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) (each, as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) related theretoor any preliminary prospectus, or caused by or relating to 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 or caused by or related to therein, in the case of any violation or alleged violation prospectus in light of the Securities Act or Exchange Actcircumstances in which they were made, not misleading, except insofar as such Damages losses, claims, damages, liabilities or expenses are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made in reliance based upon and in conformity with information furnished in writing to the Issuer by such Holder or on behalf of any such Holder’s behalf Selling Holder expressly for use therein. The Issuer also agrees, to the extent permitted by applicable law, to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided for under in this Section 3.01 shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party or a subsequent Transfer by an Indemnified Party of its equity securities in the Issuer. No Holder shall be liable under this Section 3.01 for any Damages in excess of the net proceeds realized by such Holder in the sale of Registrable Securities of such Holder to which such Damages relate4.06.

Indemnification by the Issuer. The Issuer shall agrees to indemnify and hold harmless each Indemnified Party under clause (ii) Shareholder owning any Registrable Securities covered by a registration statement, its officers, directors, employees and Agents, and each Person, if any, who controls such Shareholder within the meaning of such definition Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, actions, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), joint or several, (“Damages”) Indemnifiable Losses caused by, arising out of by or relating to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement such registration statement or prospectus relating to the such Registrable Securities or any other securities held by the holders of Registrable Securities that are expressly included therein by the Issuer or any preliminary prospectus or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) (each, as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) related or any preliminary prospectus or free writing prospectus (as defined in Rule 405 under the Securities Act) relating thereto, or caused by or relating to 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 or caused by or related to any violation or alleged violation of the Securities Act or Exchange Actmisleading, except insofar as such Damages Indemnifiable Losses are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made in reliance based upon and in conformity with information furnished in writing to the Issuer by such Holder Shareholder or on such HolderShareholder’s behalf expressly for use therein. The indemnification provided for under this Section 3.01 shall remain in full force and effect regardless of Issuer also agrees to indemnify any investigation made by or on behalf of an Indemnified Party or a subsequent Transfer by an Indemnified Party of its equity securities in the Issuer. No Holder shall be liable under this Section 3.01 for any Damages in excess underwriters of the net proceeds realized by Registrable Securities, their officers and directors and each Person who controls such Holder underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Shareholders provided in the sale of Registrable Securities of such Holder to which such Damages relatethis ‎Section 10.08.