Common use of Indemnification by the Members Clause in Contracts

Indemnification by the Members. Each Member severally (and not jointly) shall indemnify and hold harmless the Company and each of its Affiliates, directors, officers, executives, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary Prospectus, road show or in any amendment thereof 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 in the case of any Prospectus, preliminary prospectus or road show, in light of the circumstances under which they were made, to make the statements therein not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information furnished to the Company by or on behalf of such Member specifically for inclusion therein; provided, however, that the maximum amount to be indemnified by such Member pursuant to this Section 10.11(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Member in the registration to which such Registration Statement, Prospectus, preliminary prospectus or road show relates; provided, further, that a Member shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus or road show or any amendment thereof or supplement thereto, each Member has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus or road show, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Member may otherwise have.

Indemnification by the Members. Each Member severally (Subject in all respects to this ARTICLE VIII, from and not jointly) shall indemnify after the Closing, each Member, jointly and severally, covenants and agrees to indemnify, defend, protect and hold harmless the Company Buyer Indemnified Parties from, against and each in respect of its Affiliatesall Damages suffered, directorssustained or incurred following the Closing in connection with, officers, executives, employees, members, managers, agents and each Person who controls resulting from or arising out of (whether or not involving a Third Party Claim): (i) the breach of any representation or warranty made by any Seller Party set forth in ARTICLE III of this Agreement or in any Seller Party Closing Certificate delivered by the Company; (ii) the breach of any covenant or agreement on the part of any Seller Party set forth in this Agreement or in Seller Party Closing Certificate delivered by the Company (within other than any covenant or agreement set forth in ARTICLE IX or Section 6.4(b)), in each case to be performed after the meaning Closing under this Agreement; (iii) any matter described on Appendix B; (iv) any claim asserted or held by any current, former or alleged member, option holder, warrant holder or other security holder of the Company (A) relating to this Agreement or any transaction contemplated hereby, or (B) alleging or involving any ownership of, interest in or right to acquire any membership interest or other securities of the Company; and (v) any and all Liabilities for Taxes (1) of any Company Entity for any Tax period (or portion thereof) ending before the Closing Date (determined, with respect to Straddle Periods, in accordance with the allocation provisions of Section 15 of the Securities Act or Section 20 of the Exchange Act6.7(b), any underwriter that facilitates and with respect to a Company Joint Venture, only as to the sale Company’s direct or indirect share of Registrable Securities and such Taxes), or (2) owing by any Person who controls (other than a Company Entity) for which any Company Entity becomes liable where the Liability of such underwriter Company Entity for such Taxes is attributable to an event or transaction occurring before the Closing, including, without limitation, (within A) in respect of Taxes payable by any Member, (B) under Treasury Regulation Sections 1.1502-6 (or any predecessor or successor thereof or any analogous or similar provision of Law), (C) as a transferee or successor or (D) by Contract; provided, however, that this clause (2) shall not apply to any Liability of any Company Entity arising from a Contract entered into following the meaning of Closing. To the extent that any Member is required to pay for any Damages under this Section 15 of 8.1(a), the Securities Act or Section 20 of Parties agree that each Member, jointly and severally, shall indemnify the Exchange Act) to Buyer Indemnified Parties against and hold the fullest extent permitted by applicable law, Buyer Indemnified Parties harmless from and against any and all Losses Damages incurred by any Buyer Indemnified Party to which they or successfully enforce any of them may become subject insofar as such Losses arise out of or are based upon rights under Section 8.1(a) (including any untrue or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary Prospectus, road show or in any amendment thereof 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 in the case of any Prospectus, preliminary prospectus or road show, in light of the circumstances under which they were made, to make the statements therein not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information furnished to the Company by or on behalf Buyer Indemnified Parties’ reasonable expenses of such Member specifically for inclusion therein; provided, however, that the maximum amount to be indemnified by such Member pursuant to this Section 10.11(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Member in the registration to which such Registration Statement, Prospectus, preliminary prospectus or road show relates; provided, further, that a Member shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus or road show or any amendment thereof or supplement thereto, each Member has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus or road show, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Member may otherwise haveattorneys).

Indemnification by the Members. In connection with any Registration Statement in which any Member is participating pursuant to Section 1.1 or Section 1.2, each Member shall promptly furnish to the Company in writing such information with respect to such Member as the Company may reasonably request or as may be required by Law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by such Member not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Member necessary in order to make the statements therein not misleading. Each Member severally (and not jointly) shall agrees to indemnify and hold harmless the Company and each of Company, its Affiliatespartners, directors, officers, executivesAffiliates, employees, members, managers, agents any Company Underwriter and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter Company Underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise Liabilities arising out of or are based upon (i) any untrue untrue, or alleged untrue allegedly untrue, statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registeredStatement, Prospectusprospectus or preliminary prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), preliminary Prospectus, road show or in (ii) any amendment thereof 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 (or in the case of any Prospectus, preliminary prospectus or road showprospectus, in light of the circumstances under which they such statements were made) or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, to make the statements therein not misleadingExchange Act, to any state securities law or any rule or regulation promulgated under any of the extentforegoing, but if and only to the extent, extent that such Liability arises out of or is based upon any such untrue statement or alleged omission or alleged untrue statement or omission or alleged omission is contained in any written such Registration Statement, preliminary prospectus or final prospectus in reliance and in conformity with information concerning such Member furnished in writing by such Member expressly for use therein and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Company by person asserting such loss, claim, damage, liability or on behalf of such Member specifically for inclusion thereinexpense; provided, however, that the maximum total amount to be indemnified by such each Member pursuant to this Section 10.11(b1.9(b) shall be limited to such Member’s pro rata portion of the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Member in the registration offering to which such Registration Statement, Prospectus, preliminary prospectus or road show relates; provided, further, that a Member shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus or road show or any amendment thereof or supplement thereto, each Member has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus or road show, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Member may otherwise haverelates.

Indemnification by the Members. In connection with any Registration Statement in which any Member is participating pursuant to Section 10.1, Section 10.2 or Section 10.4 hereof, each Member shall promptly furnish to the Company in writing such information with respect to such Member as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by such Member not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Member necessary in order to make the statements therein not misleading. Each Member severally (and not jointly) shall agrees to indemnify and hold harmless the Company and each of Company, its Affiliatespartners, directors, officers, executivesAffiliates, employees, members, managers, agents any underwriter retained by the Company and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise Liabilities arising out of or are based upon any untrue untrue, or alleged untrue allegedly untrue, statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registeredStatement, Prospectus, prospectus or preliminary Prospectus, road show prospectus (as amended or in supplemented if the Company shall have furnished any amendment thereof amendments or supplement supplements thereto, ) or arise arising out of or are based upon the 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 in the case of any Prospectus, preliminary prospectus or road showprospectus, in light of the circumstances under which they such statements were made, to make the statements therein not misleading, to the extent), but if and only to the extent, extent that such Liability arises out of or is based upon any such untrue statement or alleged omission or alleged untrue statement or omission or alleged omission is contained in any written such Registration Statement, preliminary prospectus or final prospectus in reliance and in conformity with information furnished to the Company by or on behalf of concerning such Member specifically furnished in writing by such Member expressly for inclusion use therein; , provided, however, that the maximum total amount to be indemnified by such each Member pursuant to this Section 10.11(b) shall be limited to such Members’ pro rata portion of the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Member in the registration offering to which such Registration Statement, Prospectus, preliminary prospectus or road show relates; provided, further, that a Member shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus or road show or any amendment thereof or supplement thereto, each Member has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus or road show, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Member may otherwise have.relates.‌