Common use of Indemnity by the Company Clause in Contracts

Indemnity by the Company. If the Company registers any Restricted Securities under the Securities Act pursuant to Section 4, the Company will indemnify and hold harmless the Holders of such Restricted Securities thereunder, each underwriter of such Restricted Securities thereunder and each other person, if any, who controls any Holder or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Holders, underwriter or controlling persons 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 any registration statement under which such Restricted Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, 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 any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and will reimburse the Holders, each of their respective officers, directors and partners, and each person controlling any of the Holders, each such underwriter and each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by an instrument duly executed by any of the Holders or underwriter specifically for use therein.

Indemnity by the Company. If the Company registers any Restricted Securities under the Securities Act pursuant to Section 4, the Company will indemnify and hold harmless the Holders of such Restricted Securities thereunder, each underwriter of such Restricted Securities thereunder and each other person, if any, who controls any Holder or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Holders, underwriter or controlling persons 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 any registration statement under which such Restricted Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, 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 any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and will reimburse the Holders, each of their respective officers, directors and partners, and each person controlling any of the Holders, each such underwriter and each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to any Holder to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company or to an underwriter by an instrument duly executed by any of the Holders or underwriter such Holder specifically for use therein.

Indemnity by the Company. If the The Company registers any Restricted Securities under the Securities Act pursuant to Section 4, the Company will shall (i) indemnify and hold harmless the Holders of such Restricted Securities thereundereach Designated Holder, each underwriter of such Restricted Securities thereunder any officer, director, employee or agent of, and each other personperson who controls, if anythe Designated Holder, who controls any Holder or underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or severalliabilities,("Losses"), to which each such Holders, underwriter or controlling persons indemnified party may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (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 the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any registration statement under which such Restricted Securities were registered under supplements or amendments thereto (if used during the Securities Act, any preliminary prospectus or final prospectus contained thereinperiod the Company is required to keep the Registration Statement and Prospectus current), or any amendment document filed under a state securities or supplement blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof, or ) arise out of or are based upon the omission or alleged omission to state therein in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or any violation other expenses reasonably incurred by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company it in connection with investigating or defending any such registrationLosses or actions, and will reimburse including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the Holders, each of their respective officers, directors and partners, and each person controlling any prior written consent of the HoldersCompany; provided, each such underwriter and each person who controls any such underwriterhowever, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, provided that the Company will shall not be liable in for any such case to the extent that any such claim, loss, damage or liability arises Losses arising out of or is based on upon any untrue statement or omission based made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by any or on behalf of PB expressly for use in the preparation of the Holders Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or underwriter specifically for use thereinsupplemented, to the extent that the Loss arises from the sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. If the Company registers any Restricted Securities held by the Holder under the Securities Act pursuant to Section 44 or Section 5, the Company will indemnify and hold harmless the Holders of such Restricted Securities thereunderHolder, each underwriter of such Restricted Securities thereunder and each other person, if any, who controls any Holder or underwriter within the meaning of the Securities ActHolder, against any losses, claims, damages or liabilities, joint or several, to which the Holder, or such Holders, underwriter or controlling persons 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 any registration statement under which such Restricted Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, 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 any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and will reimburse the HoldersHolder, each of their respective its officers, directors and partners, and each person controlling any of the Holders, each such underwriter and each person who controls any such underwriterHolder, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by an instrument duly executed by any of the Holders or underwriter Holder specifically for use therein.

Indemnity by the Company. If the Company registers any Restricted Securities under the Securities Act pursuant to Section 4this Agreement, the Company will indemnify and hold harmless the Holders of such Restricted Securities thereundereach Holder, each underwriter of such Restricted Securities thereunder its officers, directors and partners and each other person, if any, who controls any Holder or underwriter (within the meaning of the Securities Act) each Holder, against any losses, claims, damages or liabilities, joint or several, to which each Holder, or such Holders, underwriter or controlling persons 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 statement) of any material fact contained in any registration statement under which such Restricted Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and will reimburse the Holderseach Holder, each of their respective its officers, directors and partners, and each person controlling any of the Holders, each such underwriter and each person who controls any such underwriterHolder, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by an instrument duly executed by any of the Holders or underwriter each Holder specifically for use therein.

Indemnity by the Company. If the Company registers any Restricted Securities under the Securities Act pursuant to Section 4, the Company will indemnify and hold harmless the Holders of such Restricted Securities thereundereach Holder, each underwriter of such Restricted Securities thereunder and each other person, if any, who controls any Holder or underwriter within the meaning of the Securities Acteach Holder, against any losses, claims, damages or liabilities, joint or several, to which each Holder, or such Holders, underwriter or controlling persons 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 statement) of any material fact contained in any registration statement under which such Restricted Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and will reimburse the Holderseach Holder, each of their respective its officers, directors and partners, and each person controlling any of the Holders, each such underwriter and each person who controls any such underwriterHolder, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by an instrument duly executed by any of the Holders or underwriter each Holder specifically for use therein.