Common use of Proxy Consent Solicitation Clause in Contracts

Proxy Consent Solicitation. (a) In connection with any proxy statement or consent solicitation that may be distributed to stockholders of Seller with respect to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, Buyer will furnish to Seller in writing such information and documents concerning Buyer and its Subsidiaries as Seller reasonably requests for use in connection with any such proxy statement or consent solicitation and, to the extent permitted by law, will indemnify and hold harmless Seller, its directors and officers and each other Person who controls Seller (within the meaning of the Securities Act of 1933 (the "Securities Act")) against any losses, claims, damages, liabilities, joint or several, to which Seller or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement of a material fact contained in the proxy statement or consent solicitation or any amendment thereof or supplement thereto or (ii) any omission 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 untrue statement or omission is made in such proxy statement or consent solicitation or any amendment or supplement thereto in reliance upon and in conformity with written information concerning Buyer or any of its Affiliates prepared and furnished to Seller by Buyer expressly for use therein, and Buyer will reimburse Seller and each such director, officer and controlling person for any legal or any other expenses incurred by them in connection with defending any such loss, claim, liability, action or proceeding. (b) To the extent permitted by law, Seller will indemnify and hold harmless Buyer, its directors and officers and each other Person who controls Buyer (within the meaning of the Securities Act) against any losses, claims, damages, liabilities, joint or several, to which Buyer or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement of a material fact contained in the proxy statement or consent solicitation or any amendment thereof or supplement thereto or (ii) any omission 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 untrue statement or omission is not made in such proxy statement or consent solicitation or any amendment or supplement thereto in reliance upon and in conformity with written information concerning Buyer or any of its Affiliates prepared and furnished to Seller by Buyer expressly for use therein, and Seller will reimburse Buyer and each such director, officer and controlling person for any legal or any other expenses incurred by them in connection with defending any such loss, claim, liability, action or proceeding.