Common use of Indemnification by the Parent Clause in Contracts

Indemnification by the Parent. The Parent shall indemnify, to the fullest extent permitted by law, each holder of Registrable Securities, its officers, directors and agents, if any, and each Person, if any, who controls such holder within the meaning of section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Parent of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by 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 any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder, or as to such holder's plan of distribution with respect to such holder's Registrable Securities, in each case furnished in writing to the Parent by such holder expressly for use therein. If the offering pursuant to any registration statement provided for under this Section 3 is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an affiliate of any holder of Registrable Securities) shall affect the obligations of the Parent to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the offering pursuant to any registration statement provided for under this Section 3 is made through underwriters, the Parent agrees, to the extent required by such underwriters, to enter into an underwriting or other agreement providing for indemnity of such underwriters, their officers, directors and agents, if any, and each Person, if any, who controls such underwriters within the meaning of section 15 of the Securities Act to the same extent as hereinbefore provided with respect to the indemnification of the holders of Registrable Securities; provided that the Parent shall not be required to indemnify any such underwriter, or any officer or director of such underwriter or any Person who controls such underwriter within the meaning of section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification by the Parent. The Parent shall indemnify, to the fullest extent permitted by law, each holder of Registrable Securities, its officers, partners, directors and agents, if any, and each Person, if any, who controls such holder within the meaning of section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Parent of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by 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 any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder, or as to such holder's plan of distribution with respect to such holder's Registrable Securities, in each case holder furnished in writing to the Parent by such holder expressly for use therein. If the offering pursuant to any registration statement provided for under this Section 3 is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an affiliate Affiliate of any holder of Registrable Securities) shall affect the obligations of the Parent to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the offering pursuant to any registration statement provided for under this Section 3 is made through underwriters, the Parent agrees, to the extent required by such underwriters, to enter into an underwriting or other agreement providing for indemnity of such underwriters, their officers, partners, directors and agents, if any, and each Person, if any, who controls such underwriters within the meaning of section 15 of the Securities Act to the same extent as hereinbefore provided with respect to the indemnification of the holders of Registrable Securities; provided that the Parent shall not be required to indemnify any such underwriter, or any officer or director of such underwriter or any Person who controls such underwriter within the meaning of section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification by the Parent. The Parent shall indemnifyindemnify and hold harmless, to the fullest full extent permitted by law, each holder of Shareholder selling Registrable SecuritiesSecurities (each, its officersa "SHAREHOLDER INDEMNIFIED PARTY"), directors from and agents, if any, against any and each Person, if any, who controls such holder within the meaning of section 15 of the Securities Act, against all losses, claims, damages, liabilities (liabilities, actions or proceedings in respect thereof) and expenses (under the Securities Act whether commenced or common law or otherwisethreatened), joint reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees and reasonable expenses) (collectively, "LOSSES"), as incurred, arising out of or several, resulting from any violation by the Parent of the provisions of the Securities Act or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement, Prospectus or form of prospectus (and as amended or supplemented if amended in any amendments or supplemented) supplements thereto or in any preliminary prospectus prospectus, or caused by arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or any amendment or supplement thereto or any preliminary prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (the same arise out of or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from based upon information concerning any holder, or as to such holder's plan of distribution with respect to such holder's Registrable Securities, in each case furnished in writing to the Parent by such holder expressly Indemnified Party for use therein. If therein or (ii) any violation by the offering pursuant to any registration statement provided for under this Section 3 is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an affiliate Parent of any holder of Registrable Securities) shall affect the obligations of federal, state or common law rule or regulation applicable to the Parent and relating to indemnify any holder action required of Registrable Securities or any other Person pursuant to the preceding sentence. If the offering pursuant to any registration statement provided for under this Section 3 is made through underwriters, inaction by the Parent agreesin connection with any such registration; PROVIDED, to the extent required by such underwritersHOWEVER, to enter into an underwriting or other agreement providing for indemnity of such underwriters, their officers, directors and agents, if any, and each Person, if any, who controls such underwriters within the meaning of section 15 of the Securities Act to the same extent as hereinbefore provided with respect to the indemnification of the holders of Registrable Securities; provided that the Parent shall not be required liable to indemnify any such underwriter, or any officer or director of such underwriter or any Person who controls such underwriter within the meaning of section 15 of the Securities Act, Indemnified Party to the extent that the loss, claim, damage, liability (any such Losses arise out of or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting are based upon an untrue statement or alleged untrue statement or omission or alleged omission at made in any preliminary prospectus if (x) such Shareholder Indemnified Party failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Indemnified Party to the Person asserting the claim from which such Person if Losses arise, and the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission was corrected or alleged omission. Such indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusShareholder Indemnified Party.

Indemnification by the Parent. The In connection with any registration statement or any offering of Securities pursuant thereto, the Parent shall indemnify, to the fullest extent permitted by law, each holder of Registrable Securities, its Affiliates, officers, directors directors, partners, employees, trustees and agents, if any, and each Person, if any, who controls such holder within the meaning of section Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Parent or either Company of the provisions of the Securities Act or the Exchange Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by 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 any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any such untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder, or as to such holder's plan of distribution with respect to such holder's Registrable Securities, in each case holder furnished in writing to the Parent or any Company, as applicable, by such holder expressly for use therein. If the offering pursuant to any registration statement provided for under this Section 3 Article IV is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an affiliate Affiliate of any holder of Registrable Securities) shall affect the obligations of the Parent to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the offering pursuant to any registration statement provided for under this Section 3 4 is made through underwriters, the Parent agrees, to the extent required by such underwriters, to enter into an underwriting or other agreement providing for indemnity of such underwriters, their officers, directors and agents, if any, and each Person, if any, who controls such underwriters within the meaning of section Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as hereinbefore provided with respect to the indemnification of the holders of Registrable Securities; provided PROVIDED, HOWEVER, that the Parent shall not be required to indemnify any such underwriter, or any officer or director of such underwriter or any Person who controls such underwriter within the meaning of section Section 15 of the Securities Act or Section 20 of the Exchange Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification by the Parent. The Parent shall indemnify, to the fullest extent permitted by law, each holder of Registrable Securities, its officers, directors and agents, if any, and each Person, if any, who controls such holder within the meaning of section Section 15 of the Securities Act, and each underwriter, its officers, directors and agents, if any, and each Person, if any, who controls such underwriter within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Parent of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by 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 any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder, or as to such holder's plan of distribution with respect to such holder's Registrable Securities, in each case holder furnished in writing to the Parent by such holder expressly for use therein. If the offering pursuant to any registration statement provided for under this Section 3 1 is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an affiliate Affiliate of any holder of Registrable Securities) shall affect the obligations of the Parent to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If Parent shall indemnify in a separate Underwriting Agreement any of the offering pursuant parties set forth in this Section 1.6(a), then the provisions of such Underwriting Agreement shall control and this Section 1.6(a) shall not apply as to any registration statement provided for under this Section 3 is made through underwriters, the Parent agrees, to the extent required by such underwriters, to enter into an underwriting or other agreement providing for indemnity of such underwriters, their officers, directors and agents, if any, and each Person, if any, who controls such underwriters within the meaning of section 15 of the Securities Act to the same extent as hereinbefore provided parties with respect to the indemnification of the holders of Registrable Securities; provided that the Parent shall not be required to indemnify any such underwriter, or any officer or director of such underwriter or any Person who controls such underwriter within the meaning of section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusPublic Offering.

Indemnification by the Parent. The In the event of any registration of any securities of the Parent shall indemnifyunder the Securities Act, to the fullest extent permitted Parent will, and hereby does, indemnify and hold harmless the holder of any Note Shares covered by lawsuch registration statement, its directors and officers, each holder other Person who participates as an underwriter in the offering or sale of Registrable Securities, its officers, directors and agents, if any, such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of section 15 of the Securities Act, against all any losses, claims, damagesdamages or liabilities, liabilities (joint or proceedings in respect thereof) and expenses (several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or common law otherwise, insofar as such losses, claims, damages or otherwise)liabilities (or actions or proceedings, joint whether commenced or severalthreatened, resulting from any violation by the Parent in respect thereof) arise out of the provisions of the Securities Act or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus (and as amended or supplemented if amended or supplemented) contained therein, or any preliminary prospectus amendment or caused by supplement thereto, or 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 any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder, or as to such holder's plan of distribution with respect to such holder's Registrable Securities, in each case furnished in writing to and the Parent by will reimburse such holder expressly and each such director, officer, underwriter and controlling person for use therein. If the offering pursuant to any registration statement provided for under this Section 3 is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an affiliate of any holder of Registrable Securities) shall affect the obligations of the Parent to indemnify any holder of Registrable Securities legal or any other Person pursuant to the preceding sentence. If the offering pursuant to expenses reasonably incurred by them in connection with investigating or defending any registration statement provided for under this Section 3 is made through underwriterssuch loss, the Parent agreesclaim, to the extent required by such underwritersliability, to enter into an underwriting action or other agreement providing for indemnity of such underwritersproceeding, their officers, directors and agents, if any, and each Person, if any, who controls such underwriters within the meaning of section 15 of the Securities Act to the same extent as hereinbefore provided with respect to the indemnification of the holders of Registrable Securities; provided that the Parent shall not be required to indemnify liable in any such underwriter, or any officer or director of such underwriter or any Person who controls such underwriter within the meaning of section 15 of the Securities Act, case to the extent that the any such loss, claim, damage, liability (or proceedings action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Parent by such holder, for which indemnification is claimed results from use in the preparation thereof and, provided, further that the Parent shall not be liable to any Person who participates as an underwriter, in the offering or sale of Note Shares or to any other Person, if any, who controls such underwriterunderwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of an amended the final prospectus, as the same may be then supplemented or supplemented final prospectus amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities the Note Shares to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holder.