Common use of Indemnification by the Parent Clause in Contracts

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates, employees and investment managers of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), to which any of them may become subject, that arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any Registration Statement contemplated herein, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus thereto or (b) any omission or alleged omission to state 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 supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (i) such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding such Holder furnished in writing to the Parent by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was provided by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (ii) in the case of an occurrence of an event of the type specified in Section 2.05(i), related to the use by a Holder of an outdated or defective Prospectus after the Parent has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 2.16, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party, shall survive the transfer of the Registrable Securities by the Holders, and shall be in addition to any liability which the Parent may otherwise have.

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, indemnify, defend indemnify and hold harmless each Holder, the officers, directors, agentsmembers, partners, membersagents, managersbrokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), stockholdersinvestment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, Affiliates, employees and investment managers notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managersshareholders, stockholderspartners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including reasonable costs of preparation and investigation and including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), to which any of them may become subjectas incurred, that arise arising out of or are based upon relating to (a1) any untrue or alleged untrue statement of a material fact contained in any a Registration Statement contemplated hereinStatement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus thereto prospectus, or (b) arising out of or relating to any omission or alleged omission to state 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 supplement thereto, in light of the circumstances under which they were made) not misleadingmisleading or (2) any violation or alleged violation by the Parent of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements, alleged untrue statements, omissions statements or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Parent by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was provided reviewed and expressly approved in writing by such Holder expressly for use in the a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 2.05(i3(d)(iii)-(vi), related to the use by a such Holder of an outdated or defective Prospectus after the Parent has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 2.16, but only if and to 6(c). The Parent shall notify the extent that following the receipt Holders promptly of the Advice the misstatement institution, threat or omission giving rise to such Loss would have been corrected. Such indemnity shall remain in full force and effect regardless assertion of any investigation made Proceeding arising from or in connection with the transactions contemplated by or on behalf this Agreement of an Indemnified Party, shall survive the transfer of the Registrable Securities by the Holders, and shall be in addition to any liability which the Parent may otherwise haveis aware.

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, indemnify, defend shall indemnify and hold harmless each HolderSeller, the officersits partners, directors, agentsofficers, partners, members, managers, stockholders, Affiliates, employees Affiliates and investment managers of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, Seller from and against any and all lossesclaims, claimsliabilities, damages, liabilitieslosses, costs (including reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) (each, a “Liability” and collectively, “LossesLiabilities”), to which any of them may become subject, that arise arising out of or are based upon (a) any untrue untrue, or alleged untrue allegedly untrue, statement of a material fact contained in any Registration Statement contemplated hereinStatement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus thereto (as amended or (bsupplemented if the Parent shall have furnished any amendments or supplements thereto) or arising out of or based upon 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 (or in the case of any Prospectus or form of prospectus or supplement theretoprospectus, in light of the circumstances under which they such statements were made) not misleading), except to the extent, but only to the extent, that (i) insofar as such Liability arises out of or is based upon any untrue statements, statement or alleged untrue statements, omissions statement or omission or alleged omissions are based upon omission contained in such Registration Statement, preliminary prospectus or final prospectus in reliance and in conformity with information regarding such Holder concerning any Seller furnished in writing to the Parent by such Holder Seller expressly for use therein, or including the information furnished to the extent that such information relates Parent pursuant to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was provided by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in Section 10.11(b). The Parent shall also provide customary indemnities to any amendment or supplement thereto, or (ii) in the case of an occurrence of an event of the type specified in Section 2.05(i), related to the use by a Holder of an outdated or defective Prospectus after the Parent has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 2.16, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party, shall survive the transfer underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities by Act or Section 20 of the Holders, and shall be in addition Exchange Act) to any liability which the Parent may otherwise havesame extent as provided above with respect to the indemnification of the Seller.

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, indemnify, defend shall indemnify and hold harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates, agents and employees and investment managers of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all lossesLosses, claims, damages, liabilities, costs (including reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), to which any of them may become subject, that arise arising out of or are based upon (a) relating to any untrue or alleged untrue statement of a material fact contained in any the Registration Statement contemplated hereinStatement, any Prospectus or any form of Parent prospectus or in any amendment or supplement thereto or in any Parent preliminary prospectus thereto prospectus, or (b) arising out of or relating to any omission or alleged omission to state 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 supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (iA) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Parent by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was provided by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretoSecurities, or (iiB) in the case of an occurrence of an event of the type specified in Section 2.05(i8.2(b)(v)-(vii), related to the use by a such Holder of an outdated or defective Prospectus after the Parent has timely notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 2.16, but only if and to 8.5. Parent shall notify the extent that following the receipt Holders promptly of the Advice the misstatement institution, threat or omission giving rise to such Loss would have been corrected. Such indemnity shall remain in full force and effect regardless assertion of any investigation made by or on behalf Proceeding of an Indemnified Party, shall survive which it is aware in connection with the transfer of the Registrable Securities by the Holders, and shall be in addition to any liability which the Parent may otherwise haveRegistration Statement.