Common use of Indemnification by the Participating Holders Clause in Contracts

Indemnification by the Participating Holders. Upon the registration of Registrable Securities pursuant to Article 2, each participating Holder shall, and it hereby agrees to, indemnify and hold harmless the Company, each director and officer of the Company and each other person, if any, who controls the Company (within the meaning of the Securities Act), and all other Holders, if any, participating in such offering, each person who participates as an underwriter in the offering or sale of such Registrable Securities, and their respective directors, officers, partners and controlling persons, if any, from and against any and all losses, claims, damages or liabilities, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof), and expenses (including, subject to Section 3.3 hereof, fees of counsel and any amounts paid in settlement effected with the consent of such Holder) to which the Company, such director or officer or controlling person of the Company or such other holder or such director, officer, partner or controlling person of such other holder may become subject under the Securities Act, the Exchange Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof), or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final 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, to the extent, but only to the

Indemnification by the Participating Holders. Upon the registration of Registrable Securities pursuant Each Participating Holder agrees (severally and not jointly) to Article 2, each participating Holder shall, and it hereby agrees to, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each director its directors and officer of the Company officers and each other person, if any, Person who controls the Company (within the meaning of the Securities Act or the Exchange Act), and all each other Holders, if any, participating in such offeringHolder, each person who participates as an underwriter in the offering or sale of such Registrable Securitiesother Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, partners trustees or agents and controlling persons, if any, each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, claims, damages or liabilities, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof), and expenses (including, subject to Section 3.3 hereof, fees of counsel and any amounts paid in settlement effected with the consent of such Holder) to which the Company, such director or officer or controlling person of the Company or such other holder or such director, officer, partner or controlling person of such other holder may become subject under the Securities Act, the Exchange Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof), or expenses arise out of or are based upon (i) any Losses resulting from any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which such Participating Holder’s Registrable Securities were registered under the Securities ActAct (including any final, preliminary or summary Prospectus contained therein or any preliminary, final amendment or summary prospectus contained supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (ii) any Losses resulting from 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, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to thethe extent, that such untrue statement or omission is contained in information furnished in writing by such Participating Holder to the Company specifically for inclusion in such Registration Statement (including, without limitation, any written information provided for inclusion in the Registration Statement pursuant to Section 2.06(a)(i)) and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder expressly for use therein, and (iii) in the event that the Company notifies such Participating Holder in writing of the occurrence of an event of the type specified in Section 2.06(a)(iv), to the extent, and only to the extent, of any Losses resulting from such Participating Holder’s use of an outdated or defective Prospectus or Issuer Free Writing Prospectus after the date of such notice and prior to the date that its disposition of Registrable Securities pursuant to such Registration Statement may be resumed pursuant to Section 2.06(c) or, if applicable, such Participating Holder’s failure to use the supplemented or amended Prospectus or Issuer Free Writing Prospectus delivered to it pursuant to Section 2.06(a)(iv), but only to the extent that the use of such supplemented or amended Prospectus or Issuer Free Writing Prospectus would have corrected the misstatement or omission giving rise to such Loss, and (iv) in the event that the Company delivers to such Participating Holder a Postponing Officer’s Certificate or a Suspending Officer’s Certificate, to the extent, and only to the extent, of any Losses resulting from such Participating Holder’s disposition of Registrable Securities pursuant to such Registration Statement after the date of such certificate in contravention of the applicable restrictions under Sections 2.02(b) or 2.02(e). In no event shall the liability of such Participating Holder hereunder be greater in amount than the dollar amount of the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) received by such Participating Holder under the sale of Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Participating Holders. Upon the registration of Registrable Securities pursuant Each Participating Holder agrees (severally and not jointly) to Article 2, each participating Holder shall, and it hereby agrees to, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each director its directors and officer of the Company officers and each other person, if any, Person who controls the Company (within the meaning of the Securities Act or the Exchange Act), and all each other Holders, if any, participating in such offeringHolder, each person who participates as an underwriter in the offering or sale of such Registrable Securitiesother Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, partners trustees or agents and controlling persons, if any, each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, claims, damages or liabilities, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof), and expenses (including, subject to Section 3.3 hereof, fees of counsel and any amounts paid in settlement effected with the consent of such Holder) to which the Company, such director or officer or controlling person of the Company or such other holder or such director, officer, partner or controlling person of such other holder may become subject under the Securities Act, the Exchange Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof), or expenses arise out of or are based upon (i) any Losses resulting from any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which such Participating Holder’s Registrable Securities were registered under the Securities ActAct (including any final, preliminary or summary Prospectus contained therein or any preliminary, final amendment or summary prospectus contained supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (ii) any Losses resulting from 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, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to thethe extent, that such untrue statement or omission is contained in information furnished in writing by such Participating Holder to the Company specifically for inclusion in such Registration Statement (including, without limitation, any written information provided for inclusion in the Registration Statement pursuant to Section 2.05(a)(i)) and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder expressly for use therein, and (iii) in the event that the Company notifies such Participating Holder in writing of the occurrence of an event of the type specified in Section 2.05(a)(iv), to the extent, and only to the extent, of any Losses resulting from such Participating Holder’s use of an outdated or defective Prospectus or Issuer Free Writing Prospectus after the date of such notice and prior to the date that its disposition of Registrable Securities pursuant to such Registration Statement may be resumed pursuant to Section 2.05(c) or, if applicable, such Participating Holder’s failure to use the supplemented or amended Prospectus or Issuer Free Writing Prospectus delivered to it pursuant to Section 2.05(a)(iv), but only to the extent that the use of such supplemented or amended Prospectus or Issuer Free Writing Prospectus would have corrected the misstatement or omission giving rise to such Loss, and (iv) in the event that the Company delivers to such Participating Holder a Valid Business Reason Notice or a Suspending Notice, to the extent, and only to the extent, of any Losses resulting from such Participating Holder’s disposition of Registrable Securities pursuant to such Registration Statement after the date of such certificate in contravention of the applicable restrictions under Sections 2.01(b) or 2.02(e). In no event shall the liability of such Participating Holder hereunder be greater in amount than the dollar amount of the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) received by such Participating Holder under the sale of Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Participating Holders. Upon the registration of Registrable Securities pursuant Each Participating Holder agrees (severally and not jointly) to Article 2, each participating Holder shall, and it hereby agrees to, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each director its directors and officer of the Company officers and each other person, if any, Person who controls the Company (within the meaning of the Securities Act or the Exchange Act), and all each other Holders, if any, participating in such offeringHolder, each person who participates as an underwriter in the offering or sale of such Registrable Securitiesother Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, partners trustees or agents and controlling persons, if any, each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, claims, damages or liabilities, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof), and expenses (including, subject to Section 3.3 hereof, fees of counsel and any amounts paid in settlement effected with the consent of such Holder) to which the Company, such director or officer or controlling person of the Company or such other holder or such director, officer, partner or controlling person of such other holder may become subject under the Securities Act, the Exchange Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof), or expenses arise out of or are based upon (i) any Losses resulting from any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which such Participating Holder’s Registrable Securities were registered under the Securities ActAct (including any final, preliminary or summary Prospectus contained therein or any preliminary, final amendment or summary prospectus contained supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (ii) any Losses resulting from 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, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case with respect to clauses (i) and (ii) to the extent, but only to thethe extent, that such untrue statement or omission is contained in information furnished in writing by such Participating Holder or Stockholder Party to the Company specifically for inclusion in such Registration Statement (including, without limitation, any written information provided for inclusion in the Registration Statement pursuant to Section 2.05(a)(i) or Section 2.05(b)) and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim, (iii) in the event that the Company notifies such Participating Holder in writing of the occurrence of an event of the type specified in Section 2.05(a)(iv), to the extent, and only to the extent, of any Losses resulting from such Participating Holder’s use of an outdated or defective Prospectus or Issuer Free Writing Prospectus after the date of such notice and prior to the date that its disposition of Registrable Securities pursuant to such Registration Statement may be resumed pursuant to Section 2.05(c) or, if applicable, such Participating Holder’s failure to use the supplemented or amended Prospectus or Issuer Free Writing Prospectus delivered to it pursuant to Section 2.05(a)(iv), but only to the extent that the use of such supplemented or amended Prospectus or Issuer Free Writing Prospectus would have corrected the misstatement or omission giving rise to such Loss, and (iv) in the event that the Company delivers to such Participating Holder a Postponing Officer’s Certificate or a Suspending Officer’s Certificate, to the extent, and only to the extent, of any Losses resulting from such Participating Holder’s disposition of Registrable Securities pursuant to such Registration Statement after the date of such certificate in contravention of the applicable restrictions under Sections 2.01(b) or 2.02(e). In no event shall the liability of such Participating Holder hereunder be greater in amount than the dollar amount of the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) received by such Participating Holder under the sale of Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Participating Holders. Upon the registration of Registrable Securities pursuant Each Participating Holder agrees (severally and not jointly) to Article 2, each participating Holder shall, and it hereby agrees to, indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, each director the Parent, its directors and officer of the Company officers and each other person, if any, Person who controls the Company Parent (within the meaning of the Securities Act or the Exchange Act), and all each other Holders, if any, participating in such offeringHolder, each person who participates as an underwriter in the offering or sale of such Registrable Securitiesother Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, partners trustees or agents and controlling persons, if any, each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, claims, damages or liabilities, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof), and expenses (including, subject to Section 3.3 hereof, fees of counsel and any amounts paid in settlement effected with the consent of such Holder) to which the Company, such director or officer or controlling person of the Company or such other holder or such director, officer, partner or controlling person of such other holder may become subject under the Securities Act, the Exchange Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof), or expenses arise out of or are based upon (i) any Losses resulting from any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which such Participating Holder’s Registrable Securities were registered under the Securities ActAct (including any final, preliminary or summary Prospectus contained therein or any preliminary, final amendment or summary prospectus contained supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (ii) any Losses resulting from 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, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case with respect to clauses (i) and (ii) to the extent, but only to thethe extent, that such untrue statement or omission is contained in information furnished in writing by such Participating Holder or Stockholder Party to the Parent specifically for inclusion in such Registration Statement (including, without limitation, any written information provided for inclusion in the Registration Statement pursuant to Section 2.04(a)(i)) and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Parent by such Participating Holder expressly for use therein, (iii) in the event that the Parent notifies such Participating Holder in writing of the occurrence of an event of the type specified in Section 2.04(a)(iv), to the extent, and only to the extent, of any Losses resulting from such Participating Holder’s use of an outdated or defective Prospectus or Issuer Free Writing Prospectus after the date of such notice and prior to the date that its disposition of Registrable Securities pursuant to such Registration Statement may be resumed pursuant to Section 2.04(c) or, if applicable, such Participating Holder’s failure to use the supplemented or amended Prospectus or Issuer Free Writing Prospectus delivered to it pursuant to Section 2.04(a)(iv), but only to the extent that the use of such supplemented or amended Prospectus or Issuer Free Writing Prospectus would have corrected the misstatement or omission giving rise to such Loss, and (iv) in the event that the Parent delivers to such Participating Holder a Suspending Officer’s Certificate, to the extent, and only to the extent, of any Losses resulting from such Participating Holder’s disposition of Registrable Securities pursuant to such Registration Statement after the date of such certificate in contravention of the applicable restrictions under Section 2.01(e). In no event shall the liability of such Participating Holder hereunder be greater in amount than the dollar amount of the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) received by such Participating Holder under the sale of Registrable Securities giving rise to such indemnification obligation.