Common use of Indemnification by IVP Clause in Contracts

Indemnification by IVP. IVP shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Shareholder to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, settlements, judgments, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or any prospectus forming a part thereof (a "Prospectus"), or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements or omissions are based solely upon information regarding such Shareholder furnished in writing to IVP by or on behalf of such Shareholder expressly for use therein, or to the extent that such information relates to such Shareholder or such Shareholder's proposed method of distribution of Shares and was reviewed and expressly approved in writing by such Shareholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto, provided, however, that under no circumstances shall any Shareholder who is an officer or director of IVP and participated in the preparation and filing of any such Registration Statement and Prospectus be relieved from primary liability under the Securities Act or Securities Exchange Act for material misstatements or omissions in said Registration Statement or Prospectus. IVP shall notify the Shareholders promptly of the institution, threat or assertion of any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (herein referred to as a "Proceeding") of which IVP is aware in connection with the transactions contemplated by this Agreement.

Indemnification by IVP. IVP shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Shareholder to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, settlements, judgments, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or any prospectus forming a part thereof (a "Prospectus"), or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements or omissions are based solely upon information regarding such Shareholder furnished in writing to IVP by or on behalf of such Shareholder expressly for use therein, or to the extent that such information relates to such Shareholder or such Shareholder's proposed method of distribution of Shares and was reviewed and expressly approved in writing by such Shareholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto, provided, however, that under no circumstances shall any Shareholder who is an officer or director of IVP and participated in the preparation and filing of any such Registration Statement and Prospectus be relieved from primary liability under the Securities Act or Securities Exchange Act for material misstatements or omissions in said Registration Statement or Prospectus. IVP shall notify the Shareholders Shareholder promptly of the institution, threat or assertion of any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (herein referred to as a "Proceeding") of which IVP is aware in connection with the transactions contemplated by this Agreement.