Common use of Indemnification by Horizon Clause in Contracts

Indemnification by Horizon. Horizon agrees to indemnify and hold harmless each Selling Holder of Registrable Securities, its officers, directors, shareholders, partners, trustees, beneficiaries and agents, and each person or entity, if any, who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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; except insofar as such losses, claims, damages, liabilities, or expenses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to Horizon by such Selling Holder or on such Selling Holder's behalf expressly for use therein; provided, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, the indemnity agreement contained in this subsection shall not apply to the extent that any such loss, claim, damage, liability, or expense results from the fact that a current copy of the prospectus was not sent or given to the person asserting any such loss, claim, damage, liability, or expense at or prior to the written confirmation of the sale of the Registrable Securities to such person if it is determined that it was the responsibility of such Selling Holder to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage, liability or expense. Horizon also agrees to indemnify any 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 Selling Holders provided in this section 8(a).

Indemnification by Horizon. Horizon agrees to shall, notwithstanding termination of this Agreement indemnify and hold harmless harmless, with respect to any registration statement filed by it, to the fullest extent permitted by law, each Selling Holder of Registrable SecuritiesSecurities covered by such registration statement, its officers, directors, shareholdersemployees, partners, trustees, beneficiaries and agents, affiliates and general or limited partners (and the directors, officers, employees, affiliates and agents thereof) and each person or entityother person, if any, who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of (collectively, the Exchange Act, from and "HOLDER INDEMNIFIED PARTIES") against any and all losses, claims, damages, liabilities and expenses joint or several (including without limitation reasonable costs fees of investigationcounsel and any amounts paid in settlement effected with Horizon's consent, which consent shall not be unreasonably delayed or withheld) (collectively, "LOSSES") to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act, any other federal law, any state or common law, any rule or regulation promulgated thereunder or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are resulting from or arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the in which such Registrable Securities were included as contemplated hereby or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any 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; except insofar as such losses, claims, damages, liabilities, misleading or expenses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to Horizon by such Selling Holder or on such Selling Holder's behalf expressly for use therein; provided, that with respect to (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if Horizon shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged untrue statement omission to state therein a material fact required to be stated therein or omission made necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any preliminary prospectusviolation by Horizon of the Securities Act, the indemnity agreement contained Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder in this subsection connection with any such registration; and in each such case, Horizon shall not apply to the extent that reimburse each such Holder Indemnified Party for any reasonable legal or any other Losses incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or expense proceeding (collectively a "CLAIM"); provided, however, that Horizon shall not be liable to any such Holder Indemnified Party in any such case to the extent that any such Claim (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment thereof or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in strict conformity with written information furnished to Horizon by or on behalf of any such Holder Indemnified Party relating to such Holder Indemnified Party specifically stating that it is for use in the preparation thereof, and provided further, that Horizon shall not be liable to any such Holder Indemnified Party with respect to any preliminary prospectus to the extent that any such Losses of such Holder Indemnified Party results from the fact that such Holder Indemnified Party sold Registrable Securities to a current person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of the prospectus was not sent (excluding documents incorporated by reference) or given to the person asserting any such loss, claim, damage, liability, or expense at or prior to the written confirmation of the sale of the Registrable Securities to such person if it is determined that it was the responsibility of such Selling Holder to provide such person with a current copy of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if Horizon has previously furnished copies thereof to such Holder Indemnified Party in compliance with this Agreement and the Losses of such current copy Holder Indemnified Party results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as then amended or supplemented). Such indemnity and reimbursement of expenses and obligations shall remain in full force and effect regardless of any investigation made by or on behalf of the prospectus would have cured Holder Indemnified Parties and shall survive the defect giving rise to transfer of such losssecurities by such Holder Indemnified Parties. In connection with an underwritten offering, claim, damage, liability or expense. Horizon also agrees to shall indemnify any Underwriters of the Registrable Securitiessuch underwriters, their officers and directors, directors and each person who controls such Underwriters on substantially underwriters (within the meaning of the Securities Act) to the same basis extent as that of provided above with respect to the indemnification of the Selling Holders provided in this section 8(a)of Registrable Securities.

Indemnification by Horizon. Horizon agrees to indemnify and hold harmless each Selling Holder of Registrable SecuritiesHolder, its officers, officers and directors, shareholders, partners, trustees, beneficiaries and agents, and each person or entityPerson, if any, who controls such Selling each Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and against any and all losses, claims, damages, damages and liabilities and expenses (including reasonable costs of investigation) arising out of or based upon caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or in supplemented if Horizon shall have furnished any amendment amendments or supplement thereto supplements thereto) or in any preliminary prospectus, or arising out of or based upon caused by 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; , except insofar as such losses, claims, damages, liabilities, damages or expenses arise out of, or liabilities are based upon, caused by any such untrue statement or omission or allegation thereof based upon information furnished in writing to Horizon by such Selling Holder or on such Selling Holder's behalf expressly for use therein; provided, that with respect to any untrue statement or omission or alleged untrue statement or omission made based upon information, relating to the Holder or the plan of distribution furnished in writing to Horizon by or on behalf of the Holder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus, the indemnity agreement contained in this subsection prospectus shall not apply inure to the extent that any such loss, claim, damage, liability, or expense results from benefit of the fact that Holder if a current copy of the most current prospectus was not sent or given to at the person asserting any such loss, claim, damage, liability, or expense at or prior to the written confirmation time of the sale delivery of the Registrable Securities was not provided to such person if it is determined that it was the responsibility of such Selling Holder to provide such person with a current copy of the prospectus purchaser and such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage, liability damage or expenseliability. Horizon also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors, directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Selling Holders Holder provided in this section 8(a)subparagraph.