Common use of Registration Statement Indemnification Clause in Contracts

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Holder and officers, directors, employees, managers, members, partners and Affiliates from and against all Losses caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, any Issuer Free Writing Prospectus, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by any information furnished in writing to the Company by such Selling Holder expressly for use therein and except to the extent such Selling Holder or other indemnified Person is indemnified for such Losses pursuant to Section 7.1. In connection with an Underwritten Offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall also indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by this Section 7.2(a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred. (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the registration statement, Issuer Free Writing Prospectus, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify the Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.

Registration Statement Indemnification. (a) The Company Buyer agrees to indemnify and hold harmlessharmless the Seller against any losses, claims, damages, expenses or liabilities to the fullest extent permitted which Seller may become subject by law, each Selling Holder and officers, directors, employees, managers, members, partners and Affiliates from and against all Losses caused by, resulting from or relating to reason of any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, any Issuer Free Writing Prospectus, prospectus a Registration Statement in which Registrable Shares are included pursuant to Section 6.11 or preliminary prospectus or any amendment thereof or supplement thereto Section 6.12 or any omission (or alleged omission) of to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, except insofar as the same such losses, claims, damages, expenses or liabilities arise out of or are caused by any based upon information furnished in writing to the Company Buyer by such Selling Holder expressly or on behalf of the Seller for use therein in such Registration Statement. The Buyer shall have the right to assume the defense and except to settlement of any claim or suit for which the extent such Selling Holder or other indemnified Person is indemnified Buyer may be responsible for such Losses pursuant to Section 7.1. In connection with an Underwritten Offering and without limiting any of the Company’s other obligations indemnification under this Agreement, the Company shall also indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by this Section 7.2(a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred6.13. (b) In connection with The Seller (and any registration statement in which a holder of Member holding Registrable Securities is participating, each such Selling Holder will furnish Shares) agrees to indemnify and hold harmless the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, Buyer (including its directors, officersofficers and any underwriter) against any losses, employees claims, damages, expenses or liabilities to which Buyer (including its directors, officers and agents and each Person who controls (within the meaning any underwriter) may become subject by reason of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or such other indemnified Person against all Losses caused by any untrue statement of a material fact contained in the registration statement, Issuer Free Writing Prospectus, prospectus a Registration Statement in which Registrable Shares are included pursuant to Section 6.11 or preliminary prospectus or any amendment thereof or supplement thereto Section 6.12 or any omission of to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, but only if and to the extent that such untrue the statement or omission is caused by was made in reliance upon and contained in such conformity with information so furnished in writing to the Buyer by such Selling Holder expressly person specifically for use therein; provided, however, that each Selling Holder’s obligation to indemnify the Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to in connection with such registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liabilityRegistration Statement.

Registration Statement Indemnification. (a) The Company agrees to Acquirer shall indemnify and hold harmlessharmless each holder of Registrable Securities and, to the fullest extent permitted by lawif such holder is a person other than an individual, each Selling Holder and such holder’s officers, directors, employees, managers, members, partners partners, stockholders and Affiliates from Affiliates, each underwriter, and each other Affiliate, if any, who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) any of the foregoing Persons, against all Losses caused byclaims, resulting from losses, damages and liabilities (or relating actions in respect thereof) to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such claims, losses, damages and liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any Issuer Free Writing Prospectus, prospectus or preliminary prospectus successor rule thereto) or any amendment thereof or supplement thereto or any omission (or alleged omission) omission of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made, ) not misleading; and shall reimburse such Persons for any reasonable legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such claims, except insofar as losses, damages and liabilities (or actions in respect thereof); provided, however, that the same Acquirer shall not be required to provide indemnification pursuant to this Section 6.10(a) (i) where the claims, losses, damages and liabilities (or actions in respect thereof) are caused by or contained in any information furnished in writing to the Company Acquirer by such Selling Holder holder expressly for use therein therein, (ii) where the claims, losses, damages and except liabilities (or actions in respect thereof) are caused by such holder’s failure to deliver a copy of the Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Acquirer has furnished such holder with the same prior to any written confirmation of the sale of Registrable Securities or (iii) offers or sales effected by or on behalf such holder “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such term is defined in Rule 405) that was not authorized in writing by the Acquirer. This indemnity shall be in addition to any liability the Acquirer may otherwise have. (b) To the extent permitted by applicable law, each Holder shall, if Registrable Securities held by such Selling Holder are included for sale in such Registration Statement, indemnify and hold harmless the Acquirer, each of its directors, each officer of the Acquirer who shall sign such Registration Statement, each legal counsel and each underwriter, broker or other indemnified Person is indemnified for such Losses pursuant to Section 7.1. In connection with an Underwritten Offering and without limiting any acting on behalf of the Company’s other obligations under this Agreement, the Company shall also indemnify such underwriters, their officers, directors, employees and agents holders of Registrable Securities and each Person Affiliate who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) any of the holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by this Section 7.2(a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred. (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or such other indemnified Person foregoing Persons against all Losses caused by claims, losses, damages and liabilities (or actions in respect thereof) resulting from any untrue or alleged untrue statement of material fact contained in the registration statementRegistration Statement, Issuer Free Writing Prospectusprospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or preliminary prospectus any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder expressly holder; and shall reimburse such Persons for use thereinany legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such claims, losses, damages and liabilities (or actions in respect thereof); provided, however, that each Selling Holder’s the obligation to indemnify the Company hereunder shallshall be several, not joint and several, for each holder and shall not exceed an amount equal to the extent more than one Selling Holder is subject to the same indemnification obligationnet proceeds (after underwriting fees, be apportioned between each Selling Holder based upon the net amount commissions or discounts) actually received by each Selling Holder such holder from the sale of Registrable Securities pursuant to such Registration Statement. This indemnity shall be in addition to any liability the selling holder may otherwise have. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 6.10, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that, if (i) any indemnified party shall have reasonably concluded upon advice of counsel that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Affiliate of such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one firm of legal counsel for all parties indemnified by such indemnifying party with respect to such claim. (d) If the indemnification provided for in this Section 6.10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any claims, losses, damages and liabilities (or actions in respect thereof) referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such claims, losses, damages and liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such claims, losses, damages and liabilities (or actions in respect thereof) as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities, as compared to an amount equal to the total net amount proceeds (after underwriting fees, commissions or discounts) actually received by all of such seller from the Selling Holders sale of Registrable Securities sold effected pursuant to such registration statementregistration. Notwithstanding The relative fault of the foregoing, no Selling Holder indemnifying party and of the indemnified party shall be liable determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company for amounts in excess indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the lesser equitable considerations referred to herein. No Person guilty or liable of (i“fraudulent misrepresentation” within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liabilityfraudulent misrepresentation.