Common use of Indemnification by Holder of Registrable Securities Clause in Contracts

Indemnification by Holder of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra Tech, its directors and each officer who signed such Registration Statement and each person who controls Tetra Tech (within the meaning of Section 15 of the Securities Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstances.

Indemnification by Holder of Registrable Securities. Each Holder The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra TechSecurities, the Corporation, its directors and each officer who signed such Registration Statement officers and each person Person who controls Tetra Tech the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each other Holder to (without limitation of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part portions of such Registration Statement (and such Holder's officersthis Section 8(b)) reimburse the Corporation, its directors and employees officers and each person Person who controls such Holder the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, under the same circumstances as the foregoing indemnity from Tetra Tech to Loss, damage, liability, or action, in each Holder of Registrable Securities case to the extent extent, but only to the extent, that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was is made in the Prospectus, the such Registration Statement, Prospectus, offering circular, or any amendment or supplement thereto, other document in reliance upon and in conformity with written information relating furnished to such Holder furnished in writing to Tetra Tech the Corporation by such Holder expressly holder for use thereininclusion in such Registration Statement, PROVIDED Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in no event settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the aggregate liability of any selling Holder such holder of Registrable Securities exceed the amount of shall be limited to the net proceeds received by such Holder upon selling holder from the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished covered by such persons in similar circumstancesRegistration Statement.

Indemnification by Holder of Registrable Securities. Each Holder In connection with any registration statement in which a holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to participating, such holder shall indemnify and hold harmless Tetra Techthe Corporation, its directors employees, directors, agents and officers, each officer who signed such Registration Statement and each person Person who controls Tetra Tech the Corporation (within the meaning of Section 15 the Securities Act and the Exchange Act) and all other prospective sellers and their respective directors, officers, agents and controlling Persons (within the meaning of the Securities Act and the Exchange Act)) against any losses, claims, damages, liabilities (joint and each other Holder several) and expenses (or actions in respect thereof) arising out of or based upon any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in any registration statement or preliminary or final prospectus relating to the registration of such Registrable Securities or any amendment thereof or supplement thereto or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained in any written information or affidavit furnished by or on behalf of such holder specifically for use in such registration statement or prospectus and then only to the extent of the total net proceeds received by such holder of Registrable Securities whose (after deducting any discounts, commissions and similar fees applicable thereto) in consideration of the Registrable Securities are sold under by such holder in connection with such registration. Subject to the Prospectus which is a part provisions of such Registration Statement Section 9(c), the holders of Registrable Securities participating in any registration will pay, indemnify, hold harmless and reimburse (without duplication), to the extent of the total net proceeds received by the holders of Registrable Securities (after deducting any discounts, commissions and such Holder's similar fees applicable thereto and after taking into account any indemnity payments pursuant to the immediately preceding sentence), the Corporation, its officers, directors and employees controlling Persons and each person who controls such Holder within the meaning of Section 15 of the Securities Act)all other prospective sellers and their respective directors, under the same circumstances agents, officers and controlling Persons for any reasonable legal and other expenses as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that incurred in connection with investigation or defending any such losses, claims, damages, liabilities liabilities, expenses or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstancesactions.

Indemnification by Holder of Registrable Securities. Each Selling Holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra Techthe Company, its directors and each officer who signed such Registration Statement officers and each person person, if any, who controls Tetra Tech (the Company within the meaning of either Section 15 of the Securities Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Act or Section 15 20 of the Securities Exchange Act), under to the same circumstances extent as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities the Company to the extent that such lossesSelling Holder, claims, damages, liabilities but only with respect to information furnished in writing by the Selling Holder or actions arise out of on the Selling Holder's behalf expressly for use in any registration statement or are based upon any untrue statement of a material fact or omission of a material fact that was made in prospectus relating to the Prospectus, the Registration StatementRegistrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers, or any such controlling person, in reliance upon respect of which indemnity may be sought against a Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its directors or officers or such controlling person shall have the rights and duties given to a Selling Holder, by the preceding paragraph. The Selling Holder also agrees that it will enter into an indemnity agreement to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Company provided in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use thereinthis Section 7(c). Notwithstanding the foregoing, PROVIDED that in no event shall the aggregate liability of any selling a Selling Holder of Registrable Securities pursuant to this Section 7(c) shall not exceed the amount of the net aggregate proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and of the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstancesSelling Holder.

Indemnification by Holder of Registrable Securities. Each Holder In connection with any Registration Statement in which a holder of Registrable Securities whose includes Registrable Securities, such holder of Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless Tetra Technot jointly, its the Company, each other holder of Registrable Securities which includes Registrable Securities in such Registration Statement, their respective directors and each officer who signed such Registration Statement officers and each person Person who controls Tetra Tech the Company and such holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Company/Holder Indemnitees”), from and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise against all Losses arising out of or are based upon on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, or other offering document, or any omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each Company/Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that was such untrue statement or omission is made in the Prospectus, the such Registration Statement, Prospectus, or any amendment or supplement thereto, other offering document in reliance upon and in conformity with written information relating furnished to such Holder furnished in writing to Tetra Tech the Company by such Holder holder expressly for use thereininclusion in such Registration Statement, PROVIDED Prospectus, or other offering document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in no event settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the aggregate liability of any each selling Holder holder of Registrable Securities exceed the amount of hereunder shall be limited to the net proceeds received by such Holder upon selling holder from the sale of Registrable Securities giving rise to such indemnification obligation. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in a preliminary Prospectus but eliminated or remedied in an amended or supplemented preliminary Prospectus on file with the SEC at the time the Registration Statement becomes effective, or in any amendment or supplement thereto at or prior to the pricing of the sale of the Registrable Securities giving rise to such the indemnification obligation. Tetra Tech , and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, such new preliminary Prospectus or amendment or supplement thereto is delivered to the same extent as customarily underwriter, the indemnity agreement in this Section 8(b) shall not inure to the benefit of any Person if a copy of such amended or supplemented preliminary Prospectus was not furnished by such persons in similar circumstancesto the Person asserting the Loss at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation.

Indemnification by Holder of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra TechXxxxxxx, its directors and each officer who signed such Registration Statement and each person who controls Tetra Tech Xxxxxxx (within the meaning of Section 15 of the Securities Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech Xxxxxxx to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech Xxxxxxx by such Holder expressly for use therein, PROVIDED provided that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech Xxxxxxx and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstances.

Indemnification by Holder of Registrable Securities. Each Holder In connection with any Registration Statement in which a holder of Registrable Securities whose is participating, each such holder of Registrable Securities are sold under a Prospectus which is a part shall indemnify, to the fullest extent permitted by law, severally and not jointly with any other participating holder of a Registration Statement agrees to indemnify and hold harmless Tetra TechRegistrable Securities, the Company, its officers, directors and each officer who signed such Registration Statement managing members and each person Person who controls Tetra Tech the Company (within the meaning of Section 15 of the Securities Act), Act and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 20 of the Securities Exchange Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise ) against all Losses arising out of or are based upon on any untrue statement of a material fact contained in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 of the Securities Act) or other document, or any omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company or such officers, directors, managing members and control persons for any reasonable and documented out-of-pocket legal or any other expenses actually incurred in connection with investigating or defending any such Loss or action, subject to the immediately following proviso, settling any such Loss or action, in each case to the extent, but only to the extent, that was such untrue statement or omission is made in the Prospectus, the such Registration Statement, Prospectus, offering circular, any amendments or any amendment or supplement supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 of the Securities Act) or other document in reliance upon and in conformity with written information relating to regarding such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED that in no event shall the aggregate liability of any selling Holder holder of Registrable Securities exceed furnished to the amount Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion therein; provided, however, that the foregoing obligations shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such Holder upon selling holder from the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished covered by such persons in similar circumstancesRegistration Statement.

Indemnification by Holder of Registrable Securities. Each As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4, the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by applicable law, severally and not jointly with any other holders of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a included in any such Registration Statement agrees to indemnify and hold harmless Tetra TechStatement, the Company, its directors and each officer who signed such Registration Statement officers and each person Person who controls Tetra Tech (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), ) the Company and each any other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of Person selling securities in such Registration Statement (Statement, from and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise against all Losses arising out of or are based upon on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors and officers, and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that was such untrue statement or omission is made in the Prospectus, the such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or any amendment or supplement thereto, other document in reliance upon and in conformity with written information relating furnished to the Company by such Holder with respect to such Holder furnished for inclusion in writing to Tetra Tech by such Registration Statement, Prospectus, offering circular or other document; provided that the obligations of such Holder expressly for use thereinhereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed); provided, PROVIDED further, that in no event shall the aggregate liability of any selling such Holder of Registrable Securities exceed the amount of shall be individual, not joint and several, for each Holder and shall be limited to the net proceeds received by such selling Holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished covered by such persons Registration Statement (less the aggregate amount of any damages which the Holder has otherwise been required to pay in respect of such Loss or any substantially similar circumstancesLoss arising from the sale of such Registrable Securities).

Indemnification by Holder of Registrable Securities. Each Holder As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra TechSecurities, the Company, its directors and each officer who signed such Registration Statement officers and each person Person who controls Tetra Tech (within the meaning of Section 15 of the Securities Act), Act and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 20 of the Securities Exchange Act), under ) the same circumstances as the foregoing indemnity Company from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise and against all Losses arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact or omission of a material fact that was made contained in the any Prospectus, the offering circular, or other document (including any related Registration Statement, notification, or the like or Free Writing Prospectus or any amendment thereof or supplement thereto or any document incorporated by reference therein) incident to any such registration, qualification, or compliance, (ii) with respect any Registration Statement or any amendment or supplement theretothereto (including any document incorporated by reference therein), 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, or (iii) with respect to any Prospectus, offering circulate or other document (including any related notification, or the like or Free Writing Prospectus or any amendment thereof or supplement thereto or any document incorporated by reference therein) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, and will reimburse the Company, such directors and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information relating furnished to the Company by such Holder furnished in writing with respect to Tetra Tech by such Holder expressly for use thereinin such Registration Statement, PROVIDED Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in no event settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the aggregate liability of any selling such Holder of Registrable Securities exceed the amount of shall be limited to the net proceeds (after deducting the underwriters’ discounts and commissions) received by such selling Holder upon from the sale of the Registrable Securities giving rise to which the Prospectus, Registration Statement, Free Writing Prospectus or such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstancesamendment or supplement thereto relates.

Indemnification by Holder of Registrable Securities. Each If any Holder of sells Registrable Securities whose Registrable Securities are sold under a Prospectus which prospectus that is a part of a Registration Statement agrees registration statement, then such Holder (the "Indemnifying Holder"), agrees, severally, and not jointly and severally, to indemnify and hold harmless Tetra Techthe Company, its directors and each officer who signed such Registration Statement and registration statement, each person Person who controls Tetra Tech the Company (within the meaning of Section 15 of the Securities Act and Exchange Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), ) under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities the Company to the extent Holders to the extent, but only to the extent, that such losses, claims, damages, liabilities or actions Losses arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectusprospectus, any preliminary prospectus, the Registration Statementregistration statement, or any amendment or supplement thereto, in reliance upon and in conformity with written information relating to such the Indemnifying Holder furnished in writing to Tetra Tech the Company by such the Indemnifying Holder expressly for use therein, PROVIDED that in . In no event shall will the aggregate liability of any selling the Indemnifying Holder of Registrable Securities exceed the amount of the net proceeds received by such the Indemnifying Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or such officer, director, employee or Controlling Person, and will survive the transfer of such securities by the Indemnifying Holder. The Company and the selling Holders shall will be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons Persons in similar circumstances. Notwithstanding anything to the contrary in this Section 7, no Holder selling Registrable Shares shall be liable for any untrue statement or omission in any preliminary prospectus or registration statement if prior to the registration becoming effective or prior to the filing of any amendment or supplement thereto, such Holder has furnished information in writing to the Company expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto correcting such untrue statement or omission and such information is not contained in the prospectus or such supplement or amendment.

Indemnification by Holder of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a In connection with any Registration Statement agrees in which a Holder is participating, such Holder shall furnish to indemnify and hold harmless Tetra Tech, its directors and each officer who signed the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or related Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly, the Company, its directors, officers, managers, accountants, attorneys, agents and employees, each person Person who controls Tetra Tech the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons (collectively, the “Company Indemnified Persons”), from and against all Losses, as incurred, arising out of or based upon (i) any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such Company Indemnified Person for any legal and any other expenses reasonably incurred in connection with investigating or defending any Proceeding relating to any such Losses, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use in connection with the preparation of such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such 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 such Holder (which consent shall not be unreasonably withheld); and provided further, however, that the liability of each such Holder shall be limited to the net proceeds received by such Holder from the sale of Registrable Securities whose covered by such Registration Statement. Each such Holder also agrees to indemnify any underwriter of Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)) such underwriter, under on substantially the same circumstances basis as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities that provided to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made Company Indemnified Persons in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstancesthis Section 7(b).

Indemnification by Holder of Registrable Securities. Each Holder The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra TechSecurities, the Company, its directors and each officer who signed such Registration Statement officers and each person Person who controls Tetra Tech the Company (within the meaning of Section 15 of the Securities Act), Act and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 20 of the Securities Exchange Act)) and all other prospective sellers, under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise and against all Losses arising out of or are based upon on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that was such untrue statement or omission is made in the Prospectus, the such Registration Statement, Prospectus, offering circular, or any amendment or supplement thereto, other document in reliance upon and in conformity with written information relating furnished to such Holder furnished in writing to Tetra Tech the Company by such Holder expressly for use thereininclusion in such Registration Statement, PROVIDED Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in no event settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the aggregate liability of any selling such Holder of Registrable Securities exceed the amount of shall be limited to the net proceeds received by such selling Holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished covered by such persons in similar circumstancesRegistration Statement.

Indemnification by Holder of Registrable Securities. Each Holder In connection with any Registration Statement in which a holder of Registrable Securities whose includes Registrable Securities, such holder of Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify indemnify, to the fullest extent permitted by Law, severally and hold harmless Tetra Technot jointly, its directors the Corporation, each other holder of Registrable Securities which includes Registrable Securities in such Registration Statement, their respective directors, managers and officers and each officer who signed such Registration Statement and each person Person who controls Tetra Tech the Corporation and such holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Corporation/Holder Indemnitees”), from and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise against all Losses arising out of or are based upon on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, or other offering document, or any omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each Corporation/Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss or Proceeding, in each case to the extent, but only to the extent, that was such untrue statement or omission is made in the Prospectus, the such Registration Statement, Prospectus, or any amendment or supplement thereto, other offering document in reliance upon and in conformity with written information relating furnished to such Holder furnished in writing to Tetra Tech the Corporation by such Corporation/Holder Indemnitee expressly for use thereininclusion in such Registration Statement, PROVIDED Prospectus or other offering document; provided, however, that the obligations of such Corporation/Holder Indemnitee hereunder shall not apply to amounts paid in no event settlement of any such Losses or Proceedings if such settlement is effected without the consent of such Corporation/Holder Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed); and provided, further, that the aggregate liability of any each selling Holder holder of Registrable Securities exceed the amount of hereunder shall be limited to the net proceeds received by such Holder upon selling holder from the sale of Registrable Securities giving rise to such indemnification obligation. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in a preliminary Prospectus but eliminated or remedied in an amended or supplemented preliminary Prospectus on file with the SEC at the time the Registration Statement becomes effective, or in any amendment or supplement thereto at or prior to the pricing of the sale of the Registrable Securities giving rise to such the indemnification obligation. Tetra Tech , and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, such new preliminary Prospectus or amendment or supplement thereto is delivered to the same extent as customarily underwriter, the indemnity agreement in this Section 9(b) shall not inure to the benefit of any Person if a copy of such amended or supplemented preliminary Prospectus was not furnished by such persons in similar circumstancesto the Person asserting the Loss at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation.

Indemnification by Holder of Registrable Securities. Each If any Holder of sells Registrable Securities whose Registrable Securities are sold under a Prospectus which prospectus that is a part of a Registration Statement agrees registration statement, then such Holder (the "INDEMNIFYING HOLDER"), agrees, severally, and not jointly and severally, to indemnify and hold harmless Tetra Techthe Company, its directors and each officer who signed such Registration Statement and registration statement, each person Person who controls Tetra Tech the Company (within the meaning of Section 15 of the Securities Act and Exchange Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), ) under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities the Company to the extent Holders to the extent, but only to the extent, that such losses, claims, damages, liabilities or actions Losses arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectusprospectus, any preliminary prospectus, the Registration Statementregistration statement, or any amendment or supplement thereto, in reliance upon and in conformity with written information relating to such the Indemnifying Holder furnished in writing to Tetra Tech the Company by such the Indemnifying Holder expressly for use therein, PROVIDED that in . In no event shall will the aggregate liability of any selling the Indemnifying Holder of Registrable Securities exceed the amount of the net proceeds received by such the Indemnifying Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or such officer, director, employee or Controlling Person, and will survive the transfer of such securities by the Indemnifying Holder. The Company and the selling Holders shall will be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons Persons in similar circumstances. Notwithstanding anything to the contrary in this Section 7, no Holder selling Registrable Shares shall be liable for any untrue statement or omission in any preliminary prospectus or registration statement if prior to the registration becoming effective or prior to the filing of any amendment or supplement thereto, such Holder has furnished information in writing to the Company expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto correcting such untrue statement or omission and such information is not contained in the prospectus or such supplement or amendment.

Indemnification by Holder of Registrable Securities. Each Holder In --------------------------------------------------- connection with any Registration Statement in which a holder of Registrable Securities whose is participating, such holder of Registrable Securities are shall furnish to the Company in writing such information relating to such holder, as such, or the Registrable Securities being sold under a Prospectus which is a part of a by such holder (the "Holder Information") as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless Tetra Techindemnify, to the fullest extent permitted by law, the Company, its directors directors, officers, agents and employees, each officer who signed such Registration Statement and each person Person who controls Tetra Tech the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part directors, officers, agents or employees of such Registration Statement (controlling persons, from and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise against all Losses arising out of or are based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any Holder Information so furnished in writing by such holder to the Company expressly for use in such Registration Statement or Prospectus and that such Holder Informa- tion was made solely relied upon by the Company in the Prospectus, the preparation of such Registration Statement, Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED that in preliminary prospectus. In no event shall the aggregate liability liabili- ty of any selling Holder holder of Registrable Securities exceed hereunder be greater in amount than the dollar amount of the proceeds (net proceeds of payment of all expenses) received by such Holder upon holder directly from the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders The Company shall be entitled to receive indemnities indemni- ties from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as customarily provided above with respect to information so furnished in writing by such persons Persons expressly for use in similar circumstancesany Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a Holder of Registrable Securities whose is participating, such Holder of Registrable Securities are shall furnish to the Company in writing such information relating to such Holder, as such, or the Registrable Securities being sold under a Prospectus which is a part of a by such Holder (the "Holder Information") as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless Tetra Techindemnify, to the fullest extent permitted by law, the Company, its directors directors, officers, agents and employees, each officer who signed such Registration Statement and each person Person who controls Tetra Tech the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part directors, officers, agents or employees of such Registration Statement (controlling persons, from and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise against all Losses arising out of or are based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any Holder Information so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus and that such Holder Information was made solely relied upon by the Company in the Prospectus, the preparation of such Registration Statement, Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED that in preliminary prospectus. In no event shall the aggregate liability of any selling Holder of Registrable Securities exceed hereunder be greater in amount than the dollar amount of the proceeds (net proceeds of payment of all expenses) received by such Holder upon directly from the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as customarily provided above with respect to information so furnished in writing by such persons Persons expressly for use in similar circumstancesany Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra Tech, its directors and each officer who signed such Registration Statement and each person who controls Tetra Tech (within the meaning of Section 15 of the Securities Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities but only if and to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED provided that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstances.

Indemnification by Holder of Registrable Securities. Each Holder In connection with any Registration Statement in which a holder of Registrable Securities whose is participating, such holder of Registrable Securities are sold under a Prospectus which is a part of a shall furnish to Industries in writing such information as Industries may reasonably request for use in connection with any Registration Statement or Prospectus. Such holder hereby agrees to indemnify and hold harmless Tetra Techharmless, to the full extent permitted by law, Industries, and its directors officers, directors, agents and each officer who signed such Registration Statement and employees, each person who controls Tetra Tech Industries (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors directors, agents or employees of any such controlling person, from and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such against all losses, claimsas incurred, damages, liabilities or actions arise arising out of or are based upon any untrue statements or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact that was required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any Prospectus) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such holder to Industries for use in such Registration Statement, Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationpreliminary prospectus. Tetra Tech and the selling Holders Industries shall be entitled to receive indemnities from accountants, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as customarily provided above with respect to information so furnished by such persons specifically for inclusion in similar circumstancesany Registration Statement, Prospectus or preliminary prospectus, provided, that the failure of Industries to obtain any such indemnity shall not relieve Industries of any of its obligations hereunder. Notwithstanding any provision of this Section 8.4.6 to the contrary, the liability of a holder of Registrable Securities under this Section 8.4.6 shall not exceed the purchase price received by such holder for the Registrable Securities sold pursuant to a Registration Statement or Prospectus.

Indemnification by Holder of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra Tech, its directors and each officer who signed such Registration Statement and each person who controls Tetra Tech (within the meaning of Section 15 of the Securities Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED provided that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstances.

Indemnification by Holder of Registrable Securities. Each Holder --------------------------------------------------- of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra Techthe Company, its directors and each officer who signed such Registration Statement officers and each person Person, if any, who controls Tetra Tech (the Company within the meaning of either Section 15 of the Securities Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Act or Section 15 20 of the Securities Act), under Exchange Act to the same circumstances extent as the foregoing indemnity from Tetra Tech the Company to each such Holder, but only with respect to (i) information relating to such Holder of Registrable Securities to the extent that furnished in writing by such lossesHolder expressly for use in, claimsand information provided under Section 3(a) hereof for use in, damages, liabilities any Registration Statement or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, or any preliminary prospectus and (ii) any loss, claim, damage, liability or expense described in reliance upon and the proviso to the first sentence of Section 9(a). In case any action or ------------ proceeding shall be brought against the Company or its directors or officers or any such controlling person, in conformity with information relating to respect of which indemnity may be sought against a Holder of Registrable Securities, such Holder furnished in writing shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to Tetra Tech each Holder by such Holder expressly for use therein, PROVIDED that in the preceding paragraph. In no event shall the aggregate liability of any selling Holder of Registrable Securities exceed hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily provided above with respect to information so furnished in writing by such persons Persons specifically for inclusion in similar circumstancesany Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra TechMaxwxxx, its xxs directors and each officer who signed such Registration Statement and each person who controls Tetra Tech Maxwxxx (within xxthin the meaning of Section 15 of the Securities Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to Maxwxxx xx each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by Maxwxxx xx such Holder expressly for use therein, PROVIDED provided that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and Maxwxxx xxx the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstances.

Indemnification by Holder of Registrable Securities. Each --------------------------------------------------- Holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra Tech, its directors and each officer who signed such Registration Statement and each person who controls Tetra Tech (within the meaning of Section 15 of the Securities Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED provided that in -------- no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstances.

Indemnification by Holder of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra Techthe Company, its directors and each officer who signed such Registration Statement and each person who controls Tetra Tech the Company (within the meaning of Section 15 of the Securities Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holderholder's officers, directors and employees and each person who controls such Holder holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech the Company to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder holder furnished in writing to Tetra Tech the Company by such Holder expressly for use therein, PROVIDED provided that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech The Company and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstances.

Indemnification by Holder of Registrable Securities. Each If any Holder of sells Registrable Securities whose Registrable Securities are sold under a Prospectus which that is a part of a Registration Statement agrees Statement, then such Holder (the "Indemnifying Holder"), by exercising the Indemnifying Holder's registration rights hereunder, agrees, severally, and not jointly and severally, to indemnify and hold harmless Tetra Techthe Company, its directors and each officer who signed such Registration Statement and Statement, each person Person who controls Tetra Tech the Company (within the meaning of Section 15 of the Securities Act and Exchange Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), ) under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities the Company to the extent Holders to the extent, but only to the extent, that such losses, claims, damages, liabilities or actions Losses arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with written information relating to such the Indemnifying Holder furnished in writing to Tetra Tech the Company by such the Indemnifying Holder expressly for use therein, PROVIDED that in . In no event shall will the aggregate liability of any selling the Indemnifying Holder of Registrable Securities exceed the amount of the net proceeds received by such the Indemnifying Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or such officer, director, employee or Controlling Person, and will survive the transfer of such securities by the Indemnifying Holder. The Company and the selling Holders shall will be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons Persons in similar circumstances. Notwithstanding anything contrary in this Article 5, no Holder selling Registrable Shares shall be liable for any untrue statement or omission in any preliminary Prospectus or Registration Statement if prior to the registration becoming effective or prior to the filing of any amendment or supplement thereto, such Holder has furnished information in writing to the Company expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto correcting such untrue statement or omission and such information is not contained in the Prospectus or such supplement or amendment.

Indemnification by Holder of Registrable Securities. Each Holder In connection with any Registration Statement in which a holder of Registrable Securities whose is participating, such holder of Registrable Securities are sold under a Prospectus which is a part of a shall furnish to the Company in writing such information as the Company may reasonably request for use in connection with the Shelf Registration Statement and any Prospectus or Preliminary Prospectus or supplement or amendment thereto issued in connection thereto. Such Holder hereby agrees to indemnify and hold harmless Tetra Techharmless, to the full extent permitted by law, the Company, and its directors officers, directors, agents and each officer who signed such Registration Statement and employees, each person who controls Tetra Tech the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), ) and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors directors, agents or employees of any such controlling person, from and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act)against all Losses, under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such lossesincurred, claims, damages, liabilities or actions arise arising out of or are based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact that was required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any Prospectus) not misleading, to the extent, but only to the extent, that such untrue statement or omission contained in any Registration Statement, Statement or any amendment Prospectus or preliminary Prospectus or supplement thereto, in reliance or amendment thereto was based upon and in conformity with information relating to such Holder so furnished in writing to Tetra Tech by such Holder to the Company expressly for use thereinin such Shelf Registration Statement, PROVIDED that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationProspectus or preliminary Prospectus. Tetra Tech and the selling Holders The Company shall be entitled to receive indemnities from underwritersaccountants, selling brokers, dealer managers brokers and similar securities industry professionals participating in the distribution, distribution to the same extent as customarily provided above with respect to information furnished in writing by such persons specifically for inclusion in similar circumstancesthe Shelf Registration Statement, Prospectus or preliminary prospectus, provided, that the failure of the Company to obtain any such indemnity shall not relieve the Company of any of its obligations hereunder.

Indemnification by Holder of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part part of a Registration Statement agrees to indemnify and hold harmless Tetra Tech, its directors and each officer who signed such Registration Statement and each person who controls Tetra Tech (within the meaning of Section 15 of the Securities Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstances.

Indemnification by Holder of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify and hold harmless Tetra Tech, its directors and each officer who signed such Registration Statement and each person who controls Tetra Tech (within the meaning of Section 15 of the Securities Act), and each other Holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a part of such Registration Statement (and such Holder's officers, directors and employees and each person who controls such Holder within the meaning of Section SECTION 15 of the Securities Act), under the same circumstances as the foregoing indemnity from Tetra Tech to each Holder of Registrable Securities to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to such Holder furnished in writing to Tetra Tech by such Holder expressly for use therein, PROVIDED that in no event shall the aggregate liability of any selling Holder of Registrable Securities exceed the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Tetra Tech and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstances.