Common use of By the Holder Clause in Contracts

By the Holder. In connection with any Registration Statement in which the Holder is participating, each such Holder will indemnify and hold harmless, to the extent permitted by law, ACI, its officers, directors, partners, legal counsel, and accountants, and each underwriter, if any, of ACI Securities covered by such Registration Statement, and each Person, if any, who controls ACI or any such underwriter within the meaning of Section 1.5 of the Securities Act, and each of the Other Stockholders, and each of their respective officers, directors, and partners, and each Person controlling any of the Other Stockholders against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise) resulting from any untrue or misleading statement or alleged untrue or misleading statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement (as declared effective) or prospectus filed under Rule 424(b) under the Securities Act or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that: (a) such untrue statement is made in reliance on or in conformity with any information furnished in writing by the Holder expressly for use therein; or (b) in the case of any registration that is not an underwritten offering, such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses resulting from the Holder selling Registrable Stock to a Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission in a preliminary prospectus and to whom there was not given or sent, at or prior to the written confirmation of the sale of the Registrable Stock, a copy of the final prospectus or of the final prospectus as then amended or supplemented but only if such statement or omission was corrected in such final prospectus or amended or supplemented final prospectus prior to such written confirmation and the Holder was given notice, prior to such written confirmation, of the availability of, or that ACI was preparing, such final prospectus or amended or supplemented final prospectus; provided, however, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of the Holder (which consent has not been unreasonably withheld); and, provided further, that the obligations of the Holder under this Section 1.3.(b) shall be limited to an amount equal to the net proceeds to the Holder of the Registrable Stock sold pursuant to such Registration Statement.

By the Holder. In connection with any Registration Statement in which the Holder is participating, each such Holder will indemnify and hold harmless, to To the extent permitted by law, ACIthe Holder will indemnify and hold harmless the Company, each of its officers, directors, partnerseach of its officers who have signed the registration statement, legal counsel, and accountants, and each underwriter, if any, of ACI Securities covered by such Registration Statement, and each Personperson, if any, who controls ACI or any such underwriter the Company within the meaning of Section 1.5 of the Securities Act, and each any underwriter and any other person or entity, selling securities under such registration statement or such person’s or entity’s partners, officers, shareholders, employees, representatives and directors and any person or entity who controls such person or entity within the meaning of the Other StockholdersSecurities Act or the Exchange Act, and each of their respective officers, directors, and partners, and each Person controlling any of the Other Stockholders against any losses, claims, damagesdamages or liabilities (joint or several) to which the Company or any such officer or director, controlling person, underwriter or other such person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity may become subject under the Securities Act, the Exchange Act or other federal or state securities or blue sky law, insofar as such losses, claims, damages or liabilities (or proceedings actions in respect thereofthereto) arise out of or are based upon any violation, in each case to the extent (and expenses (under the Securities Act or common law or otherwise) resulting from any untrue or misleading statement or alleged untrue or misleading statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement (as declared effective) or prospectus filed under Rule 424(b) under the Securities Act or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that: (aextent) that such untrue statement is made Violation occurs in reliance on or upon and in conformity with any written information furnished in writing by the Holder expressly for use thereinin connection with such registration; or (b) in the case of any registration that is not an underwritten offering, such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses resulting from the Holder selling Registrable Stock to a Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission in a preliminary prospectus and to whom there was not given or sent, at or prior to the written confirmation of the sale of the Registrable Stock, a copy of the final prospectus or of the final prospectus as then amended or supplemented but only if such statement or omission was corrected in such final prospectus or amended or supplemented final prospectus prior to such written confirmation and the Holder was given noticewill reimburse any legal or other expenses reasonably incurred by the Company or any such officer or director, prior to controlling person, underwriter or other person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such written confirmationperson or entity in connection with investigating or defending any such loss, of the availability ofclaim, damage, liability or that ACI was preparing, such final prospectus or amended or supplemented final prospectusaction; provided, however, that the obligations of the Holder hereunder indemnity agreement contained in this paragraph shall not apply to amounts paid in settlement of any such claimsloss, lossesclaim, damagesdamage, liability or liabilities (or actions in respect thereof) action if such settlement is effected without the consent of the Holder (Holder, which consent has shall not been be unreasonably withheld)withheld or delayed; and, and provided further, that the obligations of total amounts payable in indemnity by the Holder under this subsection, subsection (d) of this Section 1.3.(b) 6.5 or otherwise in respect of any and all Violations shall be limited to an amount equal to not exceed in the aggregate the net proceeds to received by the Holder in the registered offering out of the Registrable Stock sold pursuant to which such Registration StatementViolations arise.

By the Holder. In connection with any Registration Statement in which the Holder is participating, each such Holder will indemnify and hold harmless, to the extent permitted by law, ACI, its officers, directors, partners, legal counsel, and accountants, and each underwriter, if any, of ACI Securities covered by such Registration Statement, and each Person, if any, who controls ACI or any such underwriter within the meaning of Section 1.5 15 of the Securities Act, and each of the Other Stockholders, and each of their respective officers, directors, and partners, and each Person controlling any of the Other Stockholders against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise) resulting from any untrue or misleading statement or alleged untrue or misleading statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement (as declared effective) or prospectus filed under Rule 424(b) under the Securities Act or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that: (a) such untrue statement is made in reliance on or in conformity with any information furnished in writing by the Holder expressly for use therein; or (b) in the case of any registration that is not an underwritten offering, such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses resulting from the Holder selling Registrable Stock to a Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission in a preliminary prospectus and to whom there was not given or sent, at or prior to the written confirmation of the sale of the Registrable Stock, a copy of the final prospectus or of the final prospectus as then amended or supplemented but only if such statement or omission was corrected in such final prospectus or amended or supplemented final prospectus prior to such written confirmation and the Holder was given notice, prior to such written confirmation, of the availability of, or that ACI was preparing, such final prospectus or amended or supplemented final prospectus; provided, however, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of the Holder (which consent has not been unreasonably withheld); and, provided further, that the obligations of the Holder under this Section 1.3.(b) shall be limited to an amount equal to the net proceeds to the Holder of the Registrable Stock sold pursuant to such Registration Statement.

By the Holder. In connection with any Registration Statement in which the Holder is participating, each such Holder will indemnify and hold harmless, to To the extent permitted by law, ACIthe Holder will indemnify and hold harmless the Company, each of its officers, directors, partnerseach of its officers who have signed the registration statement, legal counsel, and accountants, and each underwriter, if any, of ACI Securities covered by such Registration Statement, and each Personperson, if any, who controls ACI or any such underwriter the Company within the meaning of Section 1.5 of the Securities Act, and each any underwriter and any other person or entity, selling securities under such registration statement or such person's or entity's partners, officers, shareholders, employees, representatives and directors and any person or entity who controls such person or entity within the meaning of the Other StockholdersSecurities Act or the Exchange Act, and each of their respective officers, directors, and partners, and each Person controlling any of the Other Stockholders against any losses, claims, damagesdamages or liabilities (joint or several) to which the Company or any such officer or director, controlling person, underwriter or other such person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity may become subject under the Securities Act, the Exchange Act or other federal or state securities or blue sky law, insofar as such losses, claims, damages or liabilities (or proceedings actions in respect thereofthereto) arise out of or are based upon any Violation, in each case to the extent (and expenses (under the Securities Act or common law or otherwise) resulting from any untrue or misleading statement or alleged untrue or misleading statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement (as declared effective) or prospectus filed under Rule 424(b) under the Securities Act or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that: (aextent) that such untrue statement is made Violation occurs in reliance on or upon and in conformity with any written information furnished in writing by the Holder expressly for use thereinin connection with such registration; or (b) in the case of any registration that is not an underwritten offering, such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses resulting from the Holder selling Registrable Stock to a Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission in a preliminary prospectus and to whom there was not given or sent, at or prior to the written confirmation of the sale of the Registrable Stock, a copy of the final prospectus or of the final prospectus as then amended or supplemented but only if such statement or omission was corrected in such final prospectus or amended or supplemented final prospectus prior to such written confirmation and the Holder was given noticewill reimburse any legal or other expenses reasonably incurred by the Company or any such officer or director, prior to controlling person, underwriter or other person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such written confirmationperson or entity in connection with investigating or defending any such loss, of the availability ofclaim, damage, liability or that ACI was preparing, such final prospectus or amended or supplemented final prospectusaction; provided, however, that the obligations of the Holder hereunder indemnity agreement contained in this paragraph shall not apply to amounts paid in settlement of any such claimsloss, lossesclaim, damagesdamage, liability or liabilities (or actions in respect thereof) action if such settlement is effected without the consent of the Holder (Holder, which consent has shall not been be unreasonably withheld)withheld or delayed; and, and provided further, that the obligations of total amounts payable in indemnity by the Holder under this subsection, subsection (d) of this Section 1.3.(b) 6.7 or otherwise in respect of any and all Violations shall be limited to an amount equal to not exceed in the aggregate the net proceeds to received by the Holder in the registered offering out of the Registrable Stock sold pursuant to which such Registration StatementViolations arise.

By the Holder. In connection with any Registration Statement in which the Holder is participatingparticipating pursuant to this Agreement, each such the Holder will indemnify and hold harmless, shall promptly furnish to the extent permitted Company in writing such information with respect to the Holder as the Company may reasonably request or as may be required by law, ACI, its officers, directors, partners, legal counsel, and accountants, and each underwriter, if any, of ACI Securities covered by law for use in connection with any such Registration Statement, Statement or prospectus and each Person, if any, who controls ACI all information required to be disclosed in order to make the information previously furnished to the Company by the Holder not materially misleading or any necessary to cause such underwriter within the meaning of Section 1.5 of the Securities Act, and each of the Other Stockholders, and each of their respective officers, directors, and partners, and each Person controlling any of the Other Stockholders against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise) resulting from any untrue or misleading statement or alleged untrue or misleading statement of Registration Statement not to omit a material fact or any omission or alleged omission of a material fact required with respect to be stated the Holder necessary in the Registration Statement (as declared effective) or prospectus filed under Rule 424(b) under the Securities Act or preliminary prospectus or any amendment thereof or supplement thereto, or necessary order to make the statements therein not misleading. The Holder agrees to indemnify and hold harmless the Company and its Affiliates, directors, officers, agents, and representatives, to the same extent as the foregoing indemnity from the Company to the Holder, but only to the extent that: (ax) if such untrue statement is or alleged statement or omission or alleged omission was made in reliance on or upon and in conformity with any information with respect to the Holder furnished in writing to the Company by the Holder expressly for use therein; or in such Registration Statement or prospectus, (by) in the case for any Liability which arises out of any registration that or is not an underwritten offering, such losses, claims, damages, liabilities (based upon offers or proceedings in respect thereof) or expenses resulting from sales by the Holder selling Registrable Stock to “by means of” (as defined in Securities Act Rule 159A) a Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission “free writing prospectus” (as defined in a preliminary prospectus and to whom there Securities Act Rule 405) that was not given authorized in writing by the Company, or sent, at (z) for any liability which was caused by the Holder’s failure to deliver or prior make available to the written confirmation of the sale of the Registrable Stock, Holder’s immediate purchaser a copy of the final Registration Statement or prospectus or of any amendments or supplements thereto (if the final prospectus as then amended same was required by applicable law to be delivered or supplemented but only if such statement or omission was corrected in such final prospectus or amended or supplemented final prospectus prior to such written confirmation and the Holder was given notice, prior to such written confirmation, of the availability of, or that ACI was preparing, such final prospectus or amended or supplemented final prospectusmade available); provided, however, that (x) the Holder shall not be liable hereunder for any amounts in excess of the net proceeds received by the Holder pursuant to such registration, and (y) the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of the Holder (which consent has shall not been be unreasonably withheld, conditioned, or delayed); and. The Holder agrees to indemnify and hold harmless the Company and its Affiliates, provided furtherdirectors, that officers, agents, and representatives, from and against all Liabilities caused by the obligations of the Holder under this Section 1.3.(b) shall be limited Holder’s failure to an amount equal to the net proceeds to the Holder of the Registrable Stock sold pursuant to such pay any Registration StatementExpenses.