Common use of Indemnification and Contribution by the Company Clause in Contracts

Indemnification and Contribution by the Company. In the event of any registration of any Eligible Securities or Other Securities hereunder, the Company will enter into customary indemnification arrangements to indemnify and hold harmless all selling Holders, their directors and officers (if any), each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, liabilities and expenses, joint or several, to which such Person may be subject under the Securities Act or otherwise insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (b) 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, and the Company will periodically reimburse each such Person for any legal or any other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any selling Holder or such underwriter for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any such Person and shall survive the transfer of such securities by such selling Holder. The Company also shall agree to provide for contribution as shall be reasonably requested by such selling Holder or any underwriters in circumstances where such indemnity is held unenforceable.

Indemnification and Contribution by the Company. In Upon the event of any registration of any Eligible the Registrable Securities or Other Securities hereunderpursuant to Section 2 hereof, the Company will enter into customary indemnification arrangements to shall indemnify and hold harmless all selling Holders, their directors each Notice Holder and officers (if any), each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Personselling agent or other securities professional, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each person who controls such seller Notice Holder, underwriter, selling agent or any such underwriter other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an “Indemnified Person”) against any losses, claims, damages, liabilities and expensesdamages or liabilities, joint or several, to which such Indemnified Person may be become subject under the Securities Act or otherwise otherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (a) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement Shelf Registration Statement under which such securities were Registrable Securities are to be registered under the Securities Act, or any preliminary prospectus Prospectus contained therein or final prospectus included thereinfurnished by the Company to any Indemnified Person, or any amendment or supplement thereto, or any document incorporated by reference therein, arise out of or (b) any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will periodically hereby agrees to reimburse each such Indemnified Person for any legal or any other expenses reasonably incurred by such Person them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementShelf Registration Statement or Prospectus, any such preliminary prospectus or final prospectus, amendment or supplement supplement, in reliance upon and in conformity with written information furnished to the Company by any selling Holder or such underwriter Indemnified Person expressly for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any such Person and shall survive the transfer of such securities by such selling Holder. The Company also shall agree to provide for contribution as shall be reasonably requested by such selling Holder or any underwriters in circumstances where such indemnity is held unenforceabletherein.

Indemnification and Contribution by the Company. In Upon the event of any registration of any Eligible the Registrable Securities or Other Securities hereunderpursuant to Section 2, the Company will enter into customary indemnification arrangements to shall indemnify and hold harmless all selling Holders, their directors each Notice Holder and officers (if any), each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Personselling agent or other securities professional, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each person who controls such seller Notice Holder, underwriter, selling agent or any such underwriter other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages, liabilities and expensesdamages or liabilities, joint or several, to which such Person person may be become subject under the Securities Act or otherwise otherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (a) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement Shelf Registration Statement under which such securities were Registrable Securities are to be registered under the Securities Act, or any preliminary prospectus Prospectus contained therein or final prospectus included thereinfurnished by the Company to any such person, or any amendment or supplement thereto, or any document incorporated by reference therein, arise out of or (b) any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will periodically hereby agrees to reimburse each such Person person for any legal or any other expenses reasonably incurred by such Person them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided provided, however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementShelf Registration Statement or Prospectus, any such preliminary prospectus or final prospectus, amendment or supplement supplement, in reliance upon and in conformity with written information furnished to the Company by any Notice Holder, underwriter, selling Holder agent or such underwriter other securities professional expressly for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any such Person and shall survive the transfer of such securities by such selling Holder. The Company also shall agree to provide for contribution as shall be reasonably requested by such selling Holder or any underwriters in circumstances where such indemnity is held unenforceabletherein.

Indemnification and Contribution by the Company. In the event The Company shall, notwithstanding any termination of any registration of any Eligible Securities or Other Securities hereunderthis Agreement, the Company will enter into customary indemnification arrangements to indemnify indemnify, defend and hold harmless all selling Holdersthe Purchaser, their directors the officers, directors, agents, partners, members, managers, stockholders, affiliates and officers (if any)employees of the Purchaser, each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Person, if any, person who controls such seller or any such underwriter the Purchaser (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 liabilities, costs (including, without limitation, reasonable costs of preparation and expenses, joint or several, to which such Person may be subject under the Securities Act or otherwise insofar as such losses, claims, damages, liabilities or investigation and reasonable attorneys’ fees) and expenses (or actions or proceedings in respect thereof) collectively, “Damages”), as incurred, that arise out of or are based upon (ai) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary Shelf Prospectus or any form of prospectus or final prospectus included therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or any document incorporated by reference therein, arising out of or (b) relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Shelf Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, and or (ii) any violation or alleged violation by the Company will periodically reimburse each such Person for any legal of the Securities Act, the Exchange Act or any other expenses reasonably incurred by such Person state securities law or any rule or regulation thereunder, in connection with investigating the performance of its obligations under this Section 4.23, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or defending any such loss, claim, liability, action or proceeding; provided that alleged omissions are based solely upon information regarding the Purchaser furnished in writing to the Company shall not be liable by the Purchaser expressly for use therein, or to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Registrable Stock and was reviewed and approved in writing by the Purchaser expressly for use in the Registration Statement, such Shelf Prospectus or such form of Shelf Prospectus or in any such case amendment or supplement thereto or, (B) to the extent that any such loss, claim, damage, liability Damages arise out of the Purchaser’s (or action any other indemnified person’s) failure to send or proceeding in respect thereofgive a copy of the Shelf Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the persons asserting an untrue statement or expense arises out of or is based upon an alleged untrue statement or alleged untrue statement or omission or alleged omission made at or prior to the written confirmation of the sale of Registrable Stock to such person if such statement or omission was corrected in such registration statementShelf Prospectus or supplement. The Company shall notify the Purchaser promptly of the institution, threat or assertion of any such preliminary prospectus proceeding arising from or final prospectus, amendment or supplement in reliance upon and in conformity connection with written information furnished to the transactions contemplated by this Section 4.23 of which the Company by any selling Holder or such underwriter for use in the preparation thereofis aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any such Person an indemnified party and shall survive the transfer of the Registrable Stock by the Purchaser. If the indemnification provided for in this Section 4.23(e) from the Company is unavailable to an indemnified party hereunder in respect of any Damages, the Company, in lieu of indemnifying such securities indemnified party, shall contribute to the amount paid or payable by such selling Holderindemnified party as a result of such Damages, in such proportion as is appropriate to reflect the relative fault of the Company and indemnified party in connection with the actions which resulted in such Damages, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Company also and the Purchaser under this Section 4.23(e) shall agree survive the completion of any offering or sale of Registrable Stock pursuant to provide for contribution as any Registration Statement. Each Major Shareholder shall be reasonably requested by such selling Holder or any underwriters jointly and severally responsible with the Company for the indemnification and contribution obligations provided in circumstances where such indemnity is held unenforceablethis Section 4.23.

Indemnification and Contribution by the Company. In the event of any registration of any Eligible Securities or Other Securities hereunder, the Company will enter into customary indemnification arrangements to indemnify and hold harmless all selling Holders, their directors and officers (if any), each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, liabilities and expenses, joint or several, to which such Person may be subject under the Securities Act or otherwise insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon ((a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (b) 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, and the Company will periodically reimburse each such Person for any legal or any other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any selling Holder or such underwriter for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any such Person and shall survive the transfer of such securities by such selling Holder. The Company also shall agree to provide for contribution as shall be reasonably requested by such selling Holder or any underwriters in circumstances where such indemnity is held unenforceable.