Common use of Reimbursement of Certain Expenses Clause in Contracts

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of Section 7), the Company and the Selling Securityholders hereby jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; PROVIDED, HOWEVER, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of Section 7), the Company and the Selling Securityholders hereby jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; PROVIDEDprovided, HOWEVERhowever, that (i) to the extent any such payment is ----------------- ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7 of this Agreement (and subject, in the case of a the Selling Securityholder, to the provisions of paragraph (f) of Section 7), the Company and the Selling Securityholders Securityholder hereby jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; PROVIDED, HOWEVER, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7 of this Agreement (and subject, in the case of a Selling SecurityholderStockholder, to the provisions of paragraph (f) of Section 7), the Company and the Selling Securityholders Stockholders hereby jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; PROVIDED, HOWEVER, that (ia) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and them, (iib) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due, and (c) no Selling Stockholder shall have any obligation under this Section 11 for matters with respect to which such Selling Stockholder has no indemnification obligation under Section 7.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of Section 7)Agreement, the Company Company, the Founders and the Selling Securityholders Summit Partners hereby jointly and severally (subject to the limitations in Section 7(f) hereof) agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; PROVIDED, HOWEVER, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and them, (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due, and (iii) none of the Founders or Summit Partners shall have any obligation under this Section 11 for matters with respect to which they have no indemnification obligation under Section 7 hereof.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of Section 7), the Company and the Selling Securityholders hereby jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this AgreementAgreement and in respect of which the Underwriters have given to the Company or the Selling Securityholders any Notice required by Section 7(c) (and provided the Underwriters would be entitled to conduct the investigation or defense thereof pursuant to Section 7(c)), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; PROVIDED, HOWEVER, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section 7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of Section 7), the Company and the Selling Securityholders hereby jointly and severally agree to reimburse reimburse, on a quarterly basis basis, the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 and the possibility that such payments might later be held to be improper; PROVIDED, HOWEVER, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition to its their other obligations under Section 7 10 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (fg) of Section 710), the Company and the Selling Securityholders Securityholder hereby jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 10 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 12 and the possibility that such payments might later be held to be improper; PROVIDEDprovided, HOWEVERhowever, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if duedue and (iii) the Company and the Selling Securityholder shall be obligated to pay such reimbursement only if they are indemnifying parties under paragraph (a) of Section 10 with respect to the statement or omission or alleged statement or omission being investigated or defended.

Reimbursement of Certain Expenses. In addition to its their other obligations under Section Sections 7 and 8 of this Agreement (and subject, in the case of a the Selling Securityholder, to the provisions of paragraph (f) of Section 7), the Company and the Selling Securityholders Securityholder hereby jointly and severally agree to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section Sections 7 and 8 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 12 and the possibility that such payments might later be held to be improper; PROVIDEDprovided, HOWEVERhowever, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them to the Company or the Selling Securityholder, as the case may be, and (ii) such persons shall provide to the CompanyCompany or the Selling Securityholder, as the case may be, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to its other obligations under Section 7 of this Agreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of Section 7)Agreement, the Company and the Selling Securityholders hereby jointly and severally agree agrees to reimburse on a quarterly basis the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 11 10 and the possibility that such payments might later be held to be improper; PROVIDED, HOWEVER, that (i) to the extent any such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and them, (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if duedue and (iii) such persons shall not be entitled to reimbursement under this Section 10 if there shall have been a judicial determination or agreement among the Company and such persons that they are not entitled to payment of their reasonable legal expenses and other expenses pursuant to Section 7 of this Agreement.