Common use of By Acquirer Clause in Contracts

By Acquirer. To the extent permitted by law, Acquirer will indemnify, defend and hold harmless each Holder against any losses, claims, damages, or liabilities (joint or several) to which such Holder may become subject under the Securities Act, the Exchange Act or other U.S. federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed by Acquirer pursuant to this Agreement pursuant to which Registrable Securities are sold, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state in such registration statement, preliminary prospectus or final prospectus or any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by Acquirer of the Securities Act, the Exchange Act, any U.S. federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any U.S. federal or state securities law in connection with the offering of Registrable Securities covered by such registration statement; provided however, that the indemnity agreement contained in this Section 12.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of Acquirer (which consent shall not be unreasonably withheld), nor shall Acquirer be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder.

By Acquirer. To Subject to the extent permitted by lawlimitations set forth in this Article VIII, from and after the Closing, Acquirer will indemnify, defend shall indemnify and hold harmless each Converting Holder against and their respective officers, directors, agents and employees and each Person, if any, who controls or may control any losses, claims, damages, or liabilities (joint or several) to which such Converting Holder may become subject under within the meaning of the Securities Act, the Exchange Act or other U.S. federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectivelyeach, a "Violation"):“Company Indemnified Person” and, together with the Acquirer Indemnified Persons, each an “Indemnified Person”) from and against, and shall compensate and reimburse each Company Indemnified Person for, any and all Indemnifiable Damages arising out of, resulting from or in connection with: (i) any untrue statement failure of any representation or alleged untrue statement warranty made by Acquirer or Merger Sub herein to be true and correct (I) as of the Agreement Date (except in the case of representations and warranties that by their terms speak only as of a material fact contained specified date or dates, which representations and warranties shall be true and correct as of such date or dates), or (II) as of the Closing Date as though such representation or warranty were made as of the Closing Date (except in the case of representations and warranties that by their terms speak only as of a registration statement filed by Acquirer pursuant to this Agreement pursuant to specific date or dates, which Registrable Securities are sold, including any preliminary prospectus representations and warranties shall be true and correct as of such date or final prospectus contained therein or any amendments or supplements theretodates); (ii) any failure of any certification, representation or warranty made by Acquirer or Merger Sub in any certificate delivered to the omission Company or alleged omission the Members’ Agent pursuant to state in such registration statement, preliminary prospectus or final prospectus or any amendments or supplements thereto, a material fact required this Agreement to be stated therein, true and correct as of the date such certificate is delivered to the Company or necessary to make the statements therein not misleading; orMembers’ Agent; (iii) any violation breach of, or alleged violation default in connection with, any of the covenants, agreements or obligations made by Acquirer or Merger Sub herein or in any other agreements contemplated by the Transaction Documents or the Merger; and (iv) any fraud, intentional misrepresentation or willful misconduct by or on behalf of Acquirer or Merger Sub in the making of any of the Securities Act, representations and warranties contained in Article III (including the Exchange Act, any U.S. federal related portions of the certificates delivered hereunder) or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any U.S. federal or state securities law otherwise in connection with the offering of Registrable Securities covered by such registration statement; provided however, that the indemnity agreement contained in this Section 12.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of Acquirer (which consent shall not be unreasonably withheld), nor shall Acquirer be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such HolderTransactions.

By Acquirer. To the extent permitted by law, Acquirer will indemnify, defend and hold harmless each Holder Stockholder against any losses, claims, damages, or liabilities (joint or several) to which such Holder Stockholder may become subject under the Securities Act, the Securities Exchange Act of 1934 (the “1934 Act”) or other U.S. federal or state law, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, collectively a "“Violation"”): (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed by Acquirer pursuant to this Agreement pursuant to which Registrable Securities are soldAgreement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state in such registration statement, preliminary prospectus or final prospectus or any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by Acquirer of the Securities Act, the Exchange 1934 Act, any U.S. federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange 1934 Act or any U.S. federal or state securities law in connection with the offering of Registrable Securities covered by such registration statement; provided and Acquirer will reimburse such Stockholder for any legal or other expenses reasonably incurred by such Stockholder in connection with investigating or defending against any such loss, claim, damage, liability or action, as incurred; provided, however, that the indemnity agreement contained in this Section 12.9(asubsection 1.10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of Acquirer (which consent shall not be unreasonably withheld), nor shall Acquirer be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished by such Stockholder expressly for use in connection with such registration by such Holderregistration.