Common use of Holder Indemnity Clause in Contracts

Holder Indemnity. To the extent permitted by law, the Holder will defend and hold harmless the Company, each of its directors, each of its officers, each of its partners, each person, if any, who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter, any other shareholder selling securities in such registration statement and any controlling person of any such underwriter or other shareholder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation (but excluding clause (iii) of the definition thereof), in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse any person intended to be indemnified pursuant to this Section 2.2 for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided however that the indemnity agreement contained in this Section 2.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld).

Holder Indemnity. (i) To the maximum extent permitted by lawLaw, the each selling Holder will defend that has included Registrable Securities in a Registration will, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers, any underwriter, any other Holder selling securities in connection with such Registration and each of its partners, each personPerson, if any, who controls the Company (within the meaning of the Securities Act, legal counsel and accountants for ) the Company, any underwriter, any other shareholder selling securities in such registration statement and any controlling person of any such underwriter or other shareholderHolder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Applicable Securities ActLaws, the Exchange Act or any state securities lawsrule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation (but excluding clause (iii) of the definition thereof)Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder expressly for use in connection with such registrationRegistration; and the each such Holder will reimburse any person Person intended to be indemnified pursuant to this Section 2.2 5.2 for any legal or other expenses reasonably incurred by such person Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided however that the . (ii) The indemnity agreement contained in this Section 2.2 5.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheldwithheld or delayed).

Holder Indemnity. (i) To the maximum extent permitted by lawLaw, the each selling Holder will defend that has included Registrable Securities in a Registration will, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers, legal counsel and accountants, any underwriter, any other Holder selling securities in connection with such Registration and each of its partners, each personPerson, if any, who controls the Company (within the meaning of the Securities Act, legal counsel and accountants for ) the Company, any underwriter, any other shareholder selling securities in such registration statement and any controlling person of any such underwriter or other shareholderHolder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Applicable Securities ActLaws, the Exchange Act or any state securities lawsrule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation (but excluding clause (iii) of the definition thereof)Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder expressly for use in connection with such registrationRegistration; and the each such Holder will reimburse any person Person intended to be indemnified pursuant to this Section 2.2 5.2, for any legal or other expenses reasonably incurred by such person Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided however that the . (ii) The indemnity agreement contained in this Section 2.2 5.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheldwithheld or delayed).

Holder Indemnity. To the extent permitted by law, the Holder will indemnify, defend and hold harmless the Company, each of its directors, each of its officers, each of its partners, each person, if any, who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter, any other shareholder stockholder selling securities in such registration statement and any controlling person of any such underwriter or other shareholderstockholder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation (but excluding clause (iii) of the definition thereof), in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse any person intended to be indemnified pursuant to this Section 2.2 for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided however that the indemnity agreement contained in this Section 2.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld).

Holder Indemnity. (a) To the extent permitted by applicable law, the each selling Holder will defend that has included Registrable Securities in a Registration will, severally and not jointly, indemnify and hold harmless the CompanyListco, each of its directors, each of its officers, legal counsel and accountants, any underwriter, any other Holder selling Registrable Securities in connection with such Registration and each of its partners, each personPerson, if any, who controls the Company (within the meaning of the Securities Act) Listco, legal counsel and accountants for the Company, any underwriter, any other shareholder selling securities in such registration statement and any controlling person of any such underwriter or other shareholderHolder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons Persons may become subject, under the Applicable Securities ActLaws, the Exchange Act or any state securities lawsrule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) solely arise out of or are solely based upon any Violation (but excluding clause (iii) of the definition thereof)Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder expressly for use in connection with such registration; and the Holder will reimburse any person intended to be indemnified pursuant to this Section 2.2 for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided however that the Registration. (b) The indemnity agreement contained in this Section 2.2 5.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld).

Holder Indemnity. To the maximum extent permitted by law, the each selling Holder will defend indemnify and hold harmless the Company, each of its directors, each of its officers, legal counsel and accountants, any underwriter, any other Holder selling securities in connection with such Registration and each of its partners, each personPerson, if any, who controls the Company (within the meaning of the Securities Act, legal counsel and accountants for ) the Company, any underwriter, any other shareholder selling securities in such registration statement and any controlling person of any such underwriter or other shareholderHolder, against any losses, claims, damages or liabilities (whether such liabilities are joint or several) to which any of the foregoing persons may become subject, under the Applicable Securities ActLaws, the Exchange Act or any state securities lawsrule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation (but excluding clause (iii) of the definition thereof)Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder expressly for use in connection with such registrationRegistration; and the each such Holder will reimburse any person Person intended to be indemnified pursuant to this Section 2.2 2.2(g)(ii), for any legal or other expenses reasonably incurred by such person Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided however that the indemnity agreement contained in . No Holder’s liability under this Section 2.2 2.2(g)(ii) shall exceed the net proceeds (less underwriting discounts and selling commissions) received by such Holder from the offering of securities made in connection with that Registration; provided, however, such limitation shall not apply to amounts paid in settlement the case of any willful fraud by such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld)Holder.

Holder Indemnity. To the extent permitted by law, the Holder and each of them will jointly and severally indemnify, defend and hold harmless the Company, each of its directors, each of its officers, each of its partners, each person, if any, who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter, any other shareholder selling securities in such registration statement and any controlling person of any such underwriter or other shareholder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation (but excluding clause (iii) of the definition thereof), in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse any person intended to be indemnified pursuant to this Section 2.2 for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided however that the indemnity agreement contained in this Section 2.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld).

Holder Indemnity. (i) To the extent permitted by applicable law, the each selling Holder will defend that has included Registrable Securities in a Registration will, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers, legal counsel, any underwriter, any other Holder selling Registrable Securities in connection with such Registration and each of its partners, each personPerson, if any, who controls the Company (within the meaning of the Securities Act, legal counsel and accountants for ) the Company, any underwriter, any other shareholder selling securities in such registration statement and any controlling person of any such underwriter or other shareholderHolder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons Persons may become subject, under the Applicable Securities ActLaws, the Exchange Act or any state securities lawsrule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) solely arise out of or are solely based upon any Violation (but excluding clause (iii) of the definition thereof)Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in full conformity with written information furnished by the such Holder expressly for use in connection with such registration; and the Holder will reimburse any person intended to be indemnified pursuant to this Section 2.2 for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided however that the Registration. (ii) The indemnity agreement contained in this Section 2.2 6.5 (b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld). (iii) In no event shall any indemnity under this Section 6.5 (b) exceed the net proceeds from the offering received by such Holder.

Holder Indemnity. To the extent permitted by law, the Holder and each of them will jointly and severally indemnify, defend and hold harmless the Company, each of its directors, each of its officers, each of its partnersofficers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the The Company, any underwriter, any other shareholder stockholder selling securities in such registration statement and any controlling person of any such underwriter or other shareholderstockholder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation (but excluding clause (iii) of the definition thereof), in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse any person intended to be indemnified pursuant to this Section 2.2 for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided however that the indemnity agreement contained in this Section 2.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld).

Holder Indemnity. (a) To the extent permitted by law, the each selling Holder will defend will, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers, legal counsel and accountants, any underwriter, any other Holder selling securities in connection with such Registration and each of its partners, each personPerson, if any, who controls the Company (within the meaning of the Securities Act, legal counsel and accountants for ) the Company, any underwriter, any other shareholder selling securities in such registration statement and any controlling person of any such underwriter or other shareholderHolder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Applicable Securities ActLaws, the Exchange Act or any state securities lawsrule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation (but excluding clause (iii) of the definition thereof)Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder expressly for use in connection with such registrationRegistration; and the each such Holder will reimburse any person intended to be indemnified pursuant to this Section 2.2 5.2, for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided however that the . (b) The indemnity agreement contained in this Section 2.2 5.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and in no event shall any indemnity under this Section 5.2 exceed the net proceeds from the offering received by such Holder.