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

Indemnification and Contribution by the Company. Upon the registration of the Registrable Securities pursuant to Section 2 hereof, the Company shall indemnify and hold harmless each Notice Holder and each underwriter, selling 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 Notice Holder, underwriter, selling agent or 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 or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement under which such Registrable Securities are to be registered under the Securities Act, or any Prospectus contained therein or furnished by the Company to any Indemnified Person, or any amendment or supplement thereto, or arise out of or 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 hereby agrees to reimburse such Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; 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 or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Shelf Registration Statement or Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by such Indemnified Person expressly for use therein.

Indemnification and Contribution by the Company. Upon the registration The Company shall, notwithstanding any termination of the Registrable Securities pursuant to Section 2 hereofthis Agreement, the Company shall indemnify indemnify, defend and hold harmless each Notice Holder the Purchaser, the officers, directors, agents, partners, members, managers, stockholders, affiliates and each underwriteremployees of the Purchaser, selling 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 Notice Holder, underwriter, selling agent or other securities professional the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such person being sometimes referred controlling person, to as an “Indemnified Person”) the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or damages, liabilities, joint or severalcosts (including, to which such Indemnified Person may become subject under the Securities Act or otherwisewithout limitation, insofar reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Damages”), as such lossesincurred, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Shelf Registration Statement under which such Registrable Securities are to be registered under the Securities Act, Prospectus or any Prospectus contained therein form of prospectus or furnished by the Company to any Indemnified Person, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arising out of or are based upon the 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 hereby agrees to reimburse such Indemnified Person for of the Securities Act, the Exchange Act or any legal state securities law or other expenses reasonably incurred by them any rule or regulation thereunder, in connection with investigating or defending any such action or claim as such expenses are incurred; providedthe performance of its obligations under this Section 4.23, howeverexcept to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or 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 any the extent that such Indemnified Person 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 or liability arises Damages arise out of the Purchaser’s (or is based upon any other indemnified person’s) failure to send or give 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 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 Shelf Registration Statement or Prospectus, or amendment Prospectus or supplement. The Company shall notify the Purchaser promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 4.23 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of 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 reliance upon and in conformity with written information furnished lieu of indemnifying such indemnified party, shall contribute to the Company amount paid or payable by such Indemnified Person expressly indemnified 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 and the Purchaser under this Section 4.23(e) shall survive the completion of any offering or sale of Registrable Stock pursuant to any Registration Statement. Each Major Shareholder shall be jointly and severally responsible with the Company for use thereinthe indemnification and contribution obligations provided in this Section 4.23.

Indemnification and Contribution by the Company. Upon the registration of the Registrable Securities pursuant to Section 2 hereof2, the Company shall indemnify and hold harmless each Notice Holder and each underwriter, selling 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 Notice Holder, underwriter, selling agent or 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 or liabilities, joint or several, to which such Indemnified Person person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement under which such Registrable Securities are to be registered under the Securities Act, or any Prospectus contained therein or furnished by the Company to any Indemnified Personsuch person, or any amendment or supplement thereto, or arise out of or 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 hereby agrees to reimburse such Indemnified Person person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Shelf Registration Statement or Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by such Indemnified Person any Notice Holder, underwriter, selling agent or other securities professional expressly for use therein.

Indemnification and Contribution by the Company. Upon In the event of any registration of the Registrable any Eligible Securities pursuant to Section 2 hereofor Other Securities hereunder, the Company shall will enter into customary indemnification arrangements to indemnify and hold harmless all selling Holders, their directors and officers (if any), each Notice Holder Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, selling agent or other securities professionaland each Person, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each person who controls such Notice Holder, underwriter, selling agent seller or other securities professional any such underwriter 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 or liabilitiesdamages, liabilities and expenses, joint or several, to which such Indemnified Person may become be subject under the Securities Act or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon an (a) any untrue statement or alleged untrue statement of a any material fact contained in any Shelf Registration Statement registration statement under which such Registrable Securities are to be securities were registered under the Securities Act, any preliminary prospectus or any Prospectus contained therein or furnished by the Company to any Indemnified Personfinal prospectus included therein, or any amendment or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (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 hereby agrees to will periodically reimburse each such Indemnified Person for any legal or any other expenses reasonably incurred by them such Person in connection with investigating or defending any such loss, claim, liability, action or claim as such expenses are incurredproceeding; provided, however, provided 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, liability (or liability 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 Shelf Registration Statement registration statement, any such preliminary prospectus or Prospectusfinal prospectus, or amendment or supplement, supplement in reliance upon and in conformity with written information furnished to the Company by any selling Holder or such Indemnified Person expressly underwriter for use thereinin 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. Upon In the event of any registration of the Registrable any Eligible Securities pursuant to Section 2 hereofor Other Securities hereunder, the Company shall will enter into customary indemnification arrangements to indemnify and hold harmless all selling Holders, their directors and officers (if any), each Notice Holder Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, selling agent or other securities professionaland each Person, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each person who controls such Notice Holder, underwriter, selling agent seller or other securities professional any such underwriter 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 or liabilitiesdamages, liabilities and expenses, joint or several, to which such Indemnified Person may become be subject under the Securities Act or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon an ((a) any untrue statement or alleged untrue statement of a any material fact contained in any Shelf Registration Statement registration statement under which such Registrable Securities are to be securities were registered under the Securities Act, any preliminary prospectus or any Prospectus contained therein or furnished by the Company to any Indemnified Personfinal prospectus included therein, or any amendment or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (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 hereby agrees to will periodically reimburse each such Indemnified Person for any legal or any other expenses reasonably incurred by them such Person in connection with investigating or defending any such loss, claim, liability, action or claim as such expenses are incurredproceeding; provided, however, provided 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, liability (or liability 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 Shelf Registration Statement registration statement, any such preliminary prospectus or Prospectusfinal prospectus, or amendment or supplement, supplement in reliance upon and in conformity with written information furnished to the Company by any selling Holder or such Indemnified Person expressly underwriter for use thereinin 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.