Common use of Indemnification by Investors Clause in Contracts

Indemnification by Investors. To the extent permitted by law, each Investor agrees to indemnify and hold harmless the Company, each officer of the Company who signs a registration statement covering Registrable Securities and each director of the Company, any other stockholder selling shares of Common Stock in such registration statement, employees, agents, successors, assigns and any Affiliate of the Company or such other stockholder (individually and collectively also the “Indemnified Person”), from and against any Liability (joint or several) to which any such Indemnified Person may become subject (under the Securities Act or otherwise), insofar as such Liability (or actions or proceedings in respect thereof) arises out of, or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, including any final prospectus contained therein or any amendments or supplements thereto, or (ii) 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, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission occurs in reliance upon and conformity with written information furnished by such Investor expressly for use in connection with such registration statement. The liability of any Investor for indemnification contained in this Section 4(b) shall not exceed the net proceeds from the sale of shares of Common Stock sold under such Registration Statement received by such Investor, except in the case of willful fraud, or intentional misstatement or omission by such Investor. Each Investor’s indemnification obligations shall survive any transfer by such Investor of its Registrable Securities.

Indemnification by Investors. To The Investors agree to indemnify the Collateral Agent in its capacity as such (to the extent permitted not reimbursed by law, each Investor agrees to indemnify the Obligors and hold harmless without limiting the Company, each officer obligation of the Company who signs a registration statement covering Registrable Securities and each director Obligors to do so), ratably according to their respective portion of the Companyaggregate Principal Balances on the date on which indemnification is sought under this Section 11.7 (or, any other stockholder selling shares of Common if indemnification is sought after the date upon which the Notes shall have been paid in cash and/or converted into Conversion Stock in full, ratably in accordance with such registration statement, employees, agents, successors, assigns and any Affiliate respective portion of the Company or aggregate Principal Balances immediately prior to such other stockholder (individually and collectively also the “Indemnified Person”date), from and against any Liability and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (joint whether before or severalafter the payment or conversion of the Notes) be imposed on, incurred by, or asserted against, the Collateral Agent in any way relating to which any such Indemnified Person may become subject (under the Securities Act or otherwise), insofar as such Liability (or actions or proceedings in respect thereof) arises arising out of, or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Notes, this Agreement, including any final prospectus contained of the other Financing Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any amendments action taken or supplements thereto, omitted by the Collateral Agent under or (ii) 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, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission occurs in reliance upon and conformity with written information furnished by such Investor expressly for use in connection with any of the foregoing; provided, that no Investor shall be liable for the payment of any portion of such registration statementliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted from the Collateral Agent’s gross negligence or willful misconduct. The liability of any Investor for indemnification contained agreements in this Section 4(b) shall not exceed the net proceeds from the sale of shares of Common Stock sold under such Registration Statement received by such Investor, except in the case of willful fraud, or intentional misstatement or omission by such Investor. Each Investor’s indemnification obligations 11.7 shall survive the payment or conversion of the Notes and all other amounts payable hereunder. Collateral Agent in its Individual Capacities. The Collateral Agent and its Affiliates may make loans to, accept deposits from and generally engage in any transfer by such kind of business with any Obligor, and any Affiliate of any Obligor, all as though the Collateral Agent were not the Collateral Agent. With respect to its Notes purchased (if any), the Collateral Agent shall have the same rights and powers under this Agreement and the other Financing Documents as any Investor of and may exercise the same as though it were not the Collateral Agent, and the terms “Investor”, “Investors”, “Secured Party” and “Secured Parties” shall include the Collateral Agent in its Registrable Securitiesindividual capacity.

Indemnification by Investors. To the extent permitted by lawAn Investor shall indemnify, each Investor agrees to indemnify and hold harmless and defend, to the same extent and in the same manner set forth in Section 6.1, the Company, each officer of its directors, each of its officers who signs the Registration Statement, its employees, agents and persons, if any, who control the Company who signs a registration statement covering Registrable Securities and each director within the meaning of the Company, any other stockholder selling shares Section 15 of Common Stock in such registration statement, employees, agents, successors, assigns and any Affiliate of the Company or such other stockholder (individually and collectively also the “Indemnified Person”), from and against any Liability (joint or several) to which any such Indemnified Person may become subject (under the Securities Act or Section 20 of the Exchange Act, and any other securityholder selling securities pursuant to the Registration Statement and any underwriter of securities covered by such Registration Statement, together with its directors, officers and members, and any person who controls such securityholder or underwriter within the meaning of the Securities Act or the Exchange Act (each, a "Company Indemnified Person"), against any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise), insofar as such Liability (or actions or proceedings in respect thereof) Claim arises out of, of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, including any final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleadingViolation, in each case to the extent (and only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such registration statement. The liability of Registration Statement; and such Investor will reimburse any Investor for indemnification legal or other expenses (promptly as such expenses are incurred and are due and payable) reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 4(b6.2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided, further, however, that such Investor shall be liable under this Agreement (including this Section 6.2 and Article 7) shall for only that amount as does not exceed the net proceeds from actually received by such Investor as a result of the sale of shares of Common Stock sold under Registrable Securities pursuant to such Registration Statement received Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Investor, except in the case of willful fraud, or intentional misstatement or omission by such Investor. Each Investor’s indemnification obligations Company Indemnified Person and shall survive any the transfer of the Registrable Securities by such Investor pursuant to Article 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of its Registrable Securitiesany Company Indemnified Person if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, and the Company Indemnified Person failed to utilize such corrected prospectus.

Indemnification by Investors. To the extent permitted by lawAn Investor shall indemnify, each Investor agrees to indemnify and hold harmless and defend, to the same extent and in the same manner set forth in Section 6.1, the Company, each officer of its directors, each of its officers who signs the Registration Statement, its employees, agents and persons, if any, who control the Company who signs a registration statement covering Registrable Securities and each director within the meaning of the Company, any other stockholder selling shares Section 15 of Common Stock in such registration statement, employees, agents, successors, assigns and any Affiliate of the Company or such other stockholder (individually and collectively also the “Indemnified Person”), from and against any Liability (joint or several) to which any such Indemnified Person may become subject (under the Securities Act or Section 20 of the Exchange Act, and any other securityholder selling securities pursuant to the Registration Statement and any underwriter of securities covered by such Registration Statement, together with its directors, officers and members, and any person who controls such securityholder or underwriter within the meaning of the Securities Act or the Exchange Act (each, a "Company Indemnified Person"), against any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise), insofar as such Liability (or actions or proceedings in respect thereof) Claim arises out of, of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, including any final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleadingViolation, in each case to the extent (and only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such registration statement. The liability of Registration Statement; and such Investor will reimburse any Investor for indemnification legal or other expenses (promptly as such expenses are incurred and are due and payable) reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 4(b6.2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided, further, however, that such Investor shall be liable under this Agreement (including this Section 6.2 and Article 7) shall for only that amount as does not exceed the net proceeds from actually received by such Investor as a result of the sale of shares of Common Stock sold under Registrable Securities pursuant to such Registration Statement received Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Investor, except in the case of willful fraud, or intentional misstatement or omission by such Investor. Each Investor’s indemnification obligations Company Indemnified Person and shall survive any the transfer of the Registrable Securities by such Investor pursuant to Article 8. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of its Registrable Securitiesany Company Indemnified Person if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, and the Company Indemnified Person failed to utilize such corrected prospectus.

Indemnification by Investors. To the extent permitted by law, each Investor agrees to indemnify and hold harmless the Company, each officer of the Company who signs a registration statement covering Registrable Securities officers, directors, employees, agents, successors and each director assigns of the Company, any other stockholder selling shares of Common Stock in such registration statementregistration, employees, agents, successors, assigns and any Affiliate of each Person controlling the Company or such other stockholder within the meaning of Section 15 of the Securities Act the Company (individually and collectively also the “Indemnified Person”), from and against any Liability (joint or several) to which any such Indemnified Person may become subject (under the Securities Act or otherwise), insofar as such Liability (or actions or proceedings in respect thereof) arises out of, or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, including any final prospectus contained therein or any amendments or supplements thereto, or (ii) 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, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission occurs in reliance upon and conformity with written information furnished by such Investor, any of such Investor’s officers, directors, partners, legal counsel or accountants or any Person controlling such Investor expressly for use in connection with such a registration statement, including any final prospectus contained therein or any amendments or supplements thereto. The liability of any Investor for indemnification contained in this Section 4(b) shall not exceed the net proceeds from the sale of shares of Common Stock sold under such Registration Statement registration statement received by such Investor, except in the case of willful fraud, or intentional misstatement or omission by such Investor. Each Investor’s indemnification obligations shall survive any transfer by such Investor of its Registrable Securities.

Indemnification by Investors. To the extent permitted by lawAn Investor shall indemnify, each Investor agrees to indemnify and hold harmless and defend, to the same extent and in the same manner set forth in Section 6.1, the Company, each officer of its directors, each of its officers who signs the Registration Statement, its employees, agents and persons, if any, who control the Company who signs a registration statement covering Registrable Securities and each director within the meaning of the Company, any other stockholder selling shares Section 15 of Common Stock in such registration statement, employees, agents, successors, assigns and any Affiliate of the Company or such other stockholder (individually and collectively also the “Indemnified Person”), from and against any Liability (joint or several) to which any such Indemnified Person may become subject (under the Securities Act or Section 20 of the Exchange Act, and any other securityholder selling securities pursuant to the Registration Statement and any underwriter of securities covered by such Registration Statement, together with its directors, officers and members, and any person who controls such securityholder or underwriter within the meaning of the Securities Act or the Exchange Act (each, a "Company Indemnified Person"), against any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise), insofar as such Liability (or actions or proceedings in respect thereof) Claim arises out of, of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, including any final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleadingViolation, in each case to the extent (and only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such registration statement. The liability of Registration Statement; and such Investor will reimburse any Investor for indemnification legal or other expenses (promptly as such expenses are incurred and are due and payable) reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 4(b6.2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided, further, however, that such Investor shall be liable under this Agreement (including this Section 6.2 and Article 7) shall for only that amount as does not exceed the net proceeds from actually received by such Investor as a result of the sale of shares of Common Stock sold under Registrable Securities pursuant to such Registration Statement received Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Investor, except in the case of willful fraud, or intentional misstatement or omission by such Investor. Each Investor’s indemnification obligations Company Indemnified Person and shall survive any the transfer of the Registrable Securities by such Investor pursuant to Article 10. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of its Registrable Securitiesany Company Indemnified Person if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, and the Company Indemnified Person failed to utilize such corrected prospectus.

Indemnification by Investors. To the extent permitted by law, each Investor agrees to indemnify Selling Securityholder, severally and not jointly, shall indemnify, hold harmless and defend, the Company, each officer of its directors, each of its officers who signs the Registration Statement, its employees, agents and persons, if any, who control the Company who signs a registration statement covering Registrable Securities and each director within the meaning of the Company, any other stockholder selling shares Section 15 of Common Stock in such registration statement, employees, agents, successors, assigns and any Affiliate of the Company or such other stockholder (individually and collectively also the “Indemnified Person”), from and against any Liability (joint or several) to which any such Indemnified Person may become subject (under the Securities Act or Section 20 of the Exchange Act, and any other Selling Securityholder selling securities pursuant to the Registration Statement and any underwriter of securities covered by such Registration Statement, together with its directors, officers and members, and any person who controls such Selling Securityholder or underwriter within the meaning of the Securities Act or the Exchange Act (each, a "Company Indemnified Person"), against any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise), insofar as such Liability (or actions or proceedings in respect thereof) Claim arises out of, of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, including any final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleadingViolation, in each case to the extent (and only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor Selling Securityholder expressly for use in connection with such registration statementRegistration Statement. The liability of Such Selling Securityholder will reimburse any Investor for indemnification legal or other expenses (promptly as such expenses are incurred and are due and payable) reasonably incurred by any person intended to be indemnified pursuant to this Section 6.2 in connection with investigating or defending any such Claim. Notwithstanding anything else contained herein to the contrary the indemnity agreement contained in this Section 4(b6.2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Selling Securityholder, which consent shall not be unreasonably withheld; and provided, further, however, that such Selling Securityholder shall be liable under this Agreement (including this Section 6.2 and Article 7) shall for only that amount as does not exceed the net proceeds from actually received by such Selling Securityholder as a result of the sale of shares of Common Stock sold under Registrable Securities pursuant to such Registration Statement received Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Investor, except in the case of willful fraud, or intentional misstatement or omission by such Investor. Each Investor’s indemnification obligations Company Indemnified Person and shall survive any the transfer of the Registrable Securities by such Investor or Selling Securityholder. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of its Registrable Securitiesany Company Indemnified Person if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, and the Company Indemnified Person failed to utilize such corrected prospectus.