Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. Parent agrees to indemnify and hold harmless the Investor, and the Investor’s affiliates, attorneys and agents, and each Person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission to state therein a material fact required to be stated therein made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, by such Investor expressly for use therein.

Indemnification by Parent. Subject to the Irish Companies Act of 2014, in particular and without limitation, Section 82 thereunder, Parent agrees to indemnify and hold harmless the Investoreach Investor and each other holder of Registrable Securities, and the Investor’s each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Personperson, if any, who controls the an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or actionaction whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission to state therein a material fact required to be stated therein or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, by such Investor selling holder expressly for use therein. Parent also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Parent. Parent agrees to indemnify and indemnify, hold harmless and reimburse, to the Investorfullest extent permitted by law, and the Investor’s affiliateseach Holder, attorneys its partners, officers, directors, employees, advisors, representatives and agents, and each Person, if any, who controls the Investor (such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, and all losses, judgmentspenalties, liabilities, claims, damages and expenses, joint or several (including, without limitation, reasonable attorneys’ fees and any expenses and reasonable costs of investigation), as incurred, to which the Holders or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, penalties, liabilities, claims, damages and expenses (or actions or proceedings, whether joint commenced or severalthreatened, arising in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement the registration statement under which the sale of such Registrable Securities was were registered and sold under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement to such Registration Statementthereto, 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 therein, in light of the circumstances under which they were made, not misleading, misleading or any violation by Parent of the Securities Act or any rule state securities laws or regulation promulgated rules thereunder applicable to by Parent and relating to any action or inaction required of by Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will shall not be liable in any such case to the extent that any such expenseloss, losspenalty, liability, claim, damage (or liability action or proceeding in respect thereof) or expense arises out of or is based upon any an untrue statement or alleged statement or omission to state therein a material fact required to be stated therein or alleged omission made in such Registration Statementregistration statement, any such preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, supplement in reliance upon and in conformity with written information about a Holder which is furnished to Parent, in writing, Parent by such Investor expressly Holder specifically for use thereinin such registration statement. This indemnity shall be in addition to any liability Parent may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

Indemnification by Parent. Parent agrees to will indemnify and hold harmless harmless, to the Investorfullest extent permitted by law, the Stockholders, and the Investor’s affiliatestheir respective officers, attorneys directors, members, employees and agents, successors and assigns, and each Personother person, if any, who controls any Stockholder (each, a “Holder Indemnitee” and collectively, the Investor (“Holder Indemnitees’) within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by Parent or any written information furnished by Parent filed, in any state or other jurisdiction in order to such qualify any or all of the Registrable Securities under the securities laws thereof; (iii) the omission or alleged omission to state in the Registration Statement, any preliminary prospectus or arising out of final prospectus contained therein, or based upon any omission to state amendment or supplement thereof a material fact required to be stated therein or necessary to make the statements therein not misleading, ; (iv) any failure to register or qualify the Registrable Securities included in the Registration Statement in any state or (v) any violation or alleged violation by Parent of the Securities Act or Act, the Exchange Act, any state securities law, any rule or regulation promulgated thereunder applicable to Parent and relating to action under the Securities Act, the Exchange Act or inaction required of Parent any state securities law and, in connection with any all such registration; and Parent shall promptly cases, will reimburse the Investor Indemnified Party Holder Indemnitees for any legal and any or other expenses reasonably incurred by such Investor Indemnified Party them in connection with investigating and or defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not be liable in any such case if and to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any an untrue statement or alleged untrue statement or omission to state therein a material fact required to be stated therein or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information regarding a Holder Indemnitee furnished to Parent, in writing, by such Investor expressly Holder Indemnitee in writing specifically for use thereinin the Registration Statement or Prospectus, or in the case of an event of the type specified in Section 3(h), the use by such Holder Indemnitee of an outdated or defective Prospectus after Parent has notified the Stockholders in writing (including via email) that the Prospectus is outdated or defective and prior to the receipt by the Stockholders of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of such amended or supplemented Prospectus the misstatement or omission giving rise to such liability would have been corrected.

Indemnification by Parent. Parent agrees to will indemnify and hold harmless harmless, to the Investorextent permitted by law, each each holder of Registrable Securities and, if applicable, the officers and directors of the Investor’s affiliates, attorneys and agentsholder, and each Person, if any, Person who controls the Investor holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expensesaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, injunction, judgment, order, decree, ruling, damage, dues, penalty, fines, costs, amounts paid in settlement, liabilities, obligations, losses, judgmentsexpenses and fees, claimsincluding court costs and attorneys' fees and expenses (collectively, damages "Losses") that the holder and, if applicable, the officers and directors of the holder, and each Person who controls the holder may suffer through and after the date of the claim for indemnification caused by or liabilities, whether joint or several, arising out of any untrue or based upon any alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities ActStatement, any prospectus, preliminary prospectus, final prospectus or summary prospectus contained in other related filing with the Registration StatementSEC or any other federal or state governmental agency, or any amendment omission or supplement to such Registration Statement, or arising out of or based upon any 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 the same are caused by or contained in any information furnished in writing to Parent by any holder of Registrable Securities expressly for use therein or by any holder's failure to comply with any legal requirement applicable to such holder and not contractually assumed by Parent to deliver a copy of the Registration Statement or prospectus or any violation by amendments or supplements thereto after Parent has furnished the holder with a sufficient number of copies of the same. In connection with an underwritten offering, Parent shall indemnify the underwriters, their officers and directors, and each Person who controls the underwriters (within the meaning of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not be liable in any such case Exchange Act) to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission to state therein a material fact required to be stated therein made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, by such Investor expressly for use thereincustomary.

Indemnification by Parent. In the case of each offering of Parent Common Stock registered under the Securities Act pursuant hereto, Parent agrees to indemnify and hold harmless the Investoreach Selling Shareholder in such offering, and the Investor’s affiliates, attorneys and agents, each underwriter of such Parent Common Stock under such registration and each Personother person, if any, who controls the Investor (such Selling Shareholder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising to which any of them may become subject under the Securities Act or otherwise, and to reimburse them for any legal or any other expenses reasonably incurred by them in connection with investigating any claim, or defending any action or proceeding, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained or incorporated by reference in any Registration Statement registration statement under which the sale of such Registrable Securities Parent Common Stock was registered under the Securities Act, any preliminary prospectus, prospectus or final prospectus included therein, or any related summary prospectus contained in the Registration Statementprospectus, or any amendment or supplement to such Registration Statementthereto, or arising out of any document incorporated by reference therein, or based upon (ii) 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, or any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will shall not be so liable in any such case to a person otherwise indemnified to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any an untrue statement or alleged untrue statement or omission to state therein a material fact required to be stated therein or alleged omission made in any such Registration Statementregistration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereto or document incorporated by reference therein to the extent that such statements or alleged statements or omissions or alleged omission was made in reliance upon and in conformity with written information furnished to Parent by or on behalf of a Selling Shareholder expressly for use in connection with any such registration statement, preliminary prospectus, final prospectus, or summary prospectus, amendment or supplement thereto or document included by reference therein. The indemnification agreement contained in this Section 14.3.1 shall remain in full force and effect regardless of any investigation made by or on behalf of any Selling Shareholder or any other person indemnified pursuant to such amendment or supplement, in reliance upon agreement and in conformity with information furnished to Parent, in writing, shall survive the transfer of such securities by such Investor expressly for use thereinSelling Shareholder in the offering.

Indemnification by Parent. In the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement of Shares held by the Stockholders, Parent agrees to indemnify and will hold harmless the Investor, and the Investor’s affiliates, attorneys and agents, Stockholders and each Personunderwriter of such securities and each other person, if any, who controls the Investor (any Stockholder or such underwriter within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including legal fees and costs of court), joint or several, to which the Stockholders or such underwriter or controlling person may become subject under the Securities Act or Section 20 of the Exchange Act) (eachotherwise, an “Investor Indemnified Party”), from and against any expenses, insofar as such losses, judgments, claims, damages damages, or liabilities, whether joint liabilities (or several, arising any actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained (A) contained, on its effective date, in any Registration Statement registration statement under which the sale of such Registrable Securities was securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, Act or any amendment or supplement to such Registration Statementany of the foregoing, or arising which arise out of or are based upon any the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (B) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if Parent shall have filed with the SEC any violation by Parent amendment or supplement to the final prospectus), or which arise out of or are based upon the Securities Act omission or any rule alleged omission (if so used) to state a material fact required to be stated in such prospectus or regulation promulgated thereunder applicable necessary to Parent and relating to action or inaction required of Parent make the statements in connection with any such registrationprospectus not misleading; and Parent shall promptly will reimburse the Investor Indemnified Party Stockholders and each such underwriter and each such controlling person for any legal and or any other expenses reasonably incurred by such Investor Indemnified Party them in connection with investigating and or defending any such expense, loss, judgment, claim, damage, liability or actionliability; provided, however, that Parent will shall not be liable to any Stockholder or its underwriters or controlling persons in any such case to the extent that any such expense, loss, claim, damage damage, or liability arises out of or is based upon any an untrue statement or alleged untrue statement or omission to state therein a material fact required to be stated therein or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, registration statement or summary prospectus, or any such amendment or supplement, or prospectus in reliance upon and in conformity with information furnished to Parent, in writing, Parent through a written instrument duly executed by the Stockholders or such Investor expressly underwriter specifically for use thereinin the preparation thereof.

Indemnification by Parent. Parent agrees to indemnify and hold harmless the Investor, and the Investor’s affiliates, attorneys and agents, and each Person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, to the extent arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or to the extent arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission to state therein a material fact required to be stated therein made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, Parent by such Investor expressly for use therein.

Indemnification by Parent. Parent agrees to will indemnify and hold harmless harmless, to the Investorextent permitted by law, each holder of Registrable Securities and, if applicable, the officers and directors of the Investor’s affiliates, attorneys and agentsholder, and each Person, if any, Person who controls the Investor holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expensesaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, injunction, judgment, order, decree, ruling, damage, dues, penalty, fines, costs, amounts paid in settlement, liabilities, obligations, losses, judgmentsexpenses and fees, claimsincluding court costs and attorneys' fees and expenses (collectively, damages "Losses") that the holder and, if applicable, the officers and directors of the holder, and each Person who controls the holder may suffer through and after the date of the claim for indemnification caused by or liabilities, whether joint or several, arising out of any untrue or based upon any alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities ActStatement, any prospectus, preliminary prospectus, final prospectus or summary prospectus contained in other related filing with the Registration StatementSEC or any other federal or state governmental agency, or any amendment omission or supplement to such Registration Statement, or arising out of or based upon any 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 the same are caused by or contained in any information furnished in writing to Parent by any holder of Registrable Securities expressly for use therein or by any holder's failure to comply with any legal requirement applicable to such holder and not contractually assumed by Parent to deliver a copy of the Registration Statement or prospectus or any violation by amendments or supplements thereto after Parent has furnished the holder with a sufficient number of copies of the same. In connection with an underwritten offering, Parent shall indemnify the underwriters, their officers and directors, and each Person who controls the underwriters (within the meaning of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not be liable in any such case Exchange Act) to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission to state therein a material fact required to be stated therein made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, by such Investor expressly for use thereincustomary.

Indemnification by Parent. To the extent permitted by law, Parent agrees to will indemnify and hold harmless each Holder, his heirs, successors and assigns, any underwriter (as defined in the Investor1933 Xxx) xxr such Holder, and the Investor’s affiliates, attorneys and agentsany agent of a Holder or underwriter, and each Personperson, if any, who controls the Investor (such Holder or underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages damages, liabilities or liabilitiesactions to which they may become subject under the 1933 Act, whether joint the 1934 Act or severalother federal or state law, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Actregistration statement, including any preliminary prospectus, prospectus (not prohibited by Section 3.3) or final prospectus or summary prospectus contained in the Registration Statement, therein or any amendment amendments or supplement to such Registration Statementsupplements thereto, 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 therein, in the context in which made, not misleading, or any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly will reimburse the Investor Indemnified Party each such Holder, his heirs, successors and assigns, underwriter, agent or controlling person for any legal and any or other expenses reasonably incurred by such Investor Indemnified Party them in connection with investigating and or defending any such expense, loss, judgment, claim, damage, liability liability, or action; provided, however, that Parent will the indemnification and other rights provided for in this Section 5.3(a) shall not be liable in apply (i) to any such case to the extent that any such expense, loss, claim, damage damage, liability, or liability action insofar as it arises out of or is based upon any an untrue statement or alleged untrue statement or omission to state therein a material fact required to be stated therein or alleged omission made in such Registration Statementregistration statement, preliminary prospectus, prospectus or final prospectus, or summary prospectus, prospectus or any such amendment or supplementsupplement thereto, in reliance upon and in conformity with written information furnished to Parent, in writing, by such Investor expressly for use thereinin connection with such registration by any Holder or (ii) if the person asserting any such loss, claim, damage, liability or action who purchased the Registrable Securities which are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person because of the failure of such Holder, agent or underwriter to so provide such amended preliminary or final prospectus and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary prospectus or the final prospectus (or the final prospectus as amended and supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder, agent, underwriter or controlling person and shall survive the transfer of the Registrable Securities by such Holder.

Indemnification by Parent. Parent agrees to indemnify and hold harmless ------------------------- harmless, to the Investorfullest extent permitted by law, and each of the Investor’s affiliatesHolders of any Registrable Securities covered by a registration statement that has been filed with the SEC pursuant to this Agreement, attorneys and agents, and each Personother person, if any, who controls the Investor (such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , and each of their respective directors, partners (each, an “Investor Indemnified Party”general and limited), from stockholders, members, managers, officers, employees and agents, as follows: (i) against any expensesand all loss, lossesliability, judgmentsclaim, claimsdamage, damages cost or liabilities, whether joint or several, expense (other than amounts paid in settlement) incurred by such Holder arising out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, registration statement (or any amendment or supplement to such Registration Statementthereto), including all documents incorporated therein by reference, or arising out in any preliminary prospectus or prospectus included therein (or any amendment or supplement thereto) or the omission or alleged omission therefrom of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or ; (ii) against any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, all loss, judgmentliability, claim, damage, liability cost or actionexpense incurred by such Holder to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, in each case whether commenced or threatened, or of any claim whatsoever, that arises out of or is based upon any such untrue statement or omission or any such alleged untrue statement or omission, if such settlement is effected with the written consent of Parent (which consent shall not be unreasonably withheld or delayed); and (iii) against any and all expense incurred by such Holder in connection with investigating, preparing or defending against any litigation or any investigation or proceeding by any governmental agency or body, in each case whether commenced or threatened in writing, or against any claim whatsoever, that arises out of or is based upon any such untrue statement or omission or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above; provided, however, that this indemnity does not apply to any loss, liability, -------- ------- claim, damage, cost or expense to the extent arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to Parent by or on behalf of such Holder expressly for use in the preparation of any registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or in any preliminary prospectus or prospectus included therein (or any amendment or supplement thereto); and provided further, however, that Parent will not be liable to any ---------------- ------ Holder (or any other indemnified person) under the indemnity agreement in this Section 9, with respect to any such case prospectus to the extent that any such expenseloss, lossliability, claim, damage damage, cost or liability arises out expense of such Holder (or is based upon any other indemnified person) results from the fact that such Holder sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final or amended prospectus, if Parent has previously and timely furnished copies thereof to such Holder, and if such final or amended prospectus would have corrected such untrue statement or omission to state therein a material fact required to be stated therein omission. Such indemnity shall remain in full force and effect regardless of any investigation made in by or on behalf of such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, Holder or any other person eligible for indemnification under this Section 9, and shall survive the transfer of such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, securities by such Investor expressly for use thereinselling Holder.

Indemnification by Parent. If Shares held by any Holder are included in a Securities Act registration effected pursuant to this Section 9, Parent agrees to will indemnify and hold harmless the InvestorHolder, and the Investor’s affiliateseach of its directors, attorneys and agentsofficers, and agents or employees, each Person, if any, person who controls the Investor Holder (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling person (eachcollectively, an “Investor Indemnified Party”"Holder Indemnitees"), to the fullest extent permitted by applicable law, from and against any expensesall Losses, lossesas incurred, judgments, claims, damages or liabilities, whether joint or several, to the extent arising out of or based upon upon: (x) any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any knowing violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse , or (y) any untrue or alleged untrue statement of a material fact contained in the Investor Indemnified Party for Registration Statement, any legal and prospectus, or any other expenses reasonably incurred by such Investor Indemnified Party form of prospectus, or in connection with investigating and defending any such expenseamendment or supplement thereto or in any preliminary prospectus, lossor 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 not misleading, judgment, claim, damage, liability or action; provided, however, except that Parent will not be liable under this clause (y) in any such case to the extent that any such expense, loss, claim, damage or liability arises Losses arise out of or is are based upon any untrue statement or omission to state therein a material fact required to be stated therein made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance based solely upon and in conformity with information furnished in writing to Parent, in writing, Parent by such Investor expressly Holder specifically for use therein. In no event shall Parent be liable for indemnity of amounts paid in settlement by Parent if such settlement is effected without the consent of Parent (which consent shall not be unreasonably withheld).

Indemnification by Parent. Parent agrees to shall indemnify and hold harmless the Investor, and the Investor’s affiliates, attorneys and agents, and each Person, if any, who controls the Investor Company Shareholder Indemnified Party (within the meaning of as defined in Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”8.2), from and against any expensesand all Company Shareholder Losses (as defined in Section 8.2), losses, judgments, claims, damages or liabilities, whether joint or severalas incurred, arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Resale Registration Statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus if used prior to such the effective date of the Resale Registration Statement, Statement or arising out of or based upon relating to any omission or alleged omission to state 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, (ii) any violation or any alleged violation by Parent of the Securities Act, Exchange Act or any state securities Legal Requirements, or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent thereunder, in connection with the performance of its obligations under this Section 5.4 or (iii) the breach of any such registration; and covenant, obligation, or agreement made by Parent shall promptly reimburse the Investor Indemnified Party for any legal and in this Section 5.4 or any other expenses reasonably incurred document or instrument delivered by such Investor Indemnified Party in connection with investigating and defending any such expenseParent to the Company Shareholders pursuant to this Section 5.4, lossexcept to the extent, judgment, claim, damage, liability or action; provided, howeverbut only to the extent, that Parent will not be liable in any (A) such case to the extent that any such expenseuntrue statements, lossalleged untrue statements, claim, damage omissions or liability arises out of or is based upon any untrue statement or omission to state therein a material fact required to be stated therein made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, alleged omissions are in reliance upon and in conformity with information regarding the Company Shareholder furnished in writing to Parent, in writing, by such Investor Parent expressly for use therein, or to the extent that such information relates to such Company Shareholder or the proposed plan of distribution of Registrable Securities that was reviewed and approved by the Company Shareholder or the Shareholder Representative for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto or (B) the use by a Company Shareholder of an outdated or defective prospectus after Parent has notified such Company Shareholder in writing that the prospectus is outdated or defective and should not be used; provided, however, that the indemnity agreement contained in this Section 5.4 shall not apply to amounts paid in settlement of any Company Shareholder Losses if such settlement is effected without the prior written consent of Parent, which consent shall not be unreasonably withheld. Each Company Shareholder shall notify Parent promptly of the institution, threat or assertion of any claim of which the Company Shareholder is aware in connection with the transactions contemplated by this Section 5.4.

Indemnification by Parent. Parent agrees to indemnify and hold harmless the Investor, and the Investor’s affiliates, attorneys and agents, and each Person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “"Investor Indemnified Party”"), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission to state therein a material fact required to be stated therein made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, by such Investor expressly for use therein. Parent also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1 and shall be part of the "Investor Indemnified Party."

Indemnification by Parent. Parent agrees to shall indemnify and hold harmless each Holder of Registrable Securities whose securities are covered by the InvestorShelf Registration Statement from and against any demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and the Investor’s affiliatesany amounts or expenses required to be paid or incurred in connection with any action, attorneys and agentssuit, and each Personproceeding, if anyclaim, who controls the Investor appeal, demand, assessment or judgment) (within the meaning of Section 15 of individually, a “Loss” and, collectively “Losses”), joint or several, to which such Holder may become subject under the Securities Act or Section 20 of the Exchange Actotherwise insofar as such Losses (or related actions or proceedings) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any the Shelf Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectusStatement, final prospectus or summary prospectus contained in the Shelf Registration Statement, or any amendment or supplement to such the Shelf Registration Statement, or arising out of any document incorporated by reference in the Shelf Registration Statement or based upon (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will shall not be liable in any such case to the extent that any such expense, loss, claim, damage Losses (or liability arises actions or proceedings in respect thereof) arise out of or is are based upon any an untrue statement or alleged untrue statement or omission to state therein or alleged omission of a material fact required to be stated therein made in such the Shelf Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such final prospectus, summary prospectus, amendment or supplement, as the case may be, in reliance upon and in conformity with information furnished to Parent, in writing, Parent by such Investor expressly Holder in writing specifically for use thereinin the preparation of such Shelf Registration Statement, or any such final prospectus, summary prospectus, amendment or supplement, as the case may be.

Indemnification by Parent. If Shares held by any Holder are included in a Securities Act registration effected pursuant to this Section 9, Parent agrees to will indemnify and hold harmless the Investorsuch Holder, and the Investor’s affiliateseach of its directors, attorneys and agentsofficers, and agents or employees, each Person, if any, person who controls the Investor such Holder (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling person (eachcollectively, an “Investor Indemnified Party”"Holder Indemnitees"), to the fullest extent permitted by applicable law, from and against any expensesall Losses, lossesas incurred, judgments, claims, damages or liabilities, whether joint or several, to the extent arising out of or based upon upon: (x) any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any knowing violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse , or (y) any untrue or alleged untrue statement of a material fact contained in the Investor Indemnified Party for Registration Statement, any legal and prospectus, or any other expenses reasonably incurred by such Investor Indemnified Party form of prospectus, or in connection with investigating and defending any such expenseamendment or supplement thereto or in any preliminary prospectus, lossor 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 not misleading, judgment, claim, damage, liability or action; provided, however, except that Parent will not be liable under this clause (y) in any such case to the extent that any such expense, loss, claim, damage or liability arises Losses arise out of or is are based upon any untrue statement or omission to state therein a material fact required to be stated therein made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance based solely upon and in conformity with information furnished in writing to Parent, in writing, Parent by such Investor expressly Holder specifically for use therein. In no event shall Parent be liable for indemnity of amounts paid in settlement by Parent if such settlement is effected without the consent of Parent (which consent shall not be unreasonably withheld).

Indemnification by Parent. In the event of a registration of any of the Registrable Stock under the Securities Act pursuant to Section 2 hereof, Parent agrees to will indemnify and hold harmless the Investor, and the Investor’s affiliates, attorneys and agents, each seller of such Registrable Stock thereunder and each underwriter of such Registrable Stock thereunder and their respective officers, directors and employees and each other Person, if any, who controls the Investor (such seller or underwriter within the meaning of Section 15 of the Securities Act, against any and all losses, claims, damages, expenses or liabilities, joint or several, to which such Person may become subject under the Securities Act or Section 20 of the Exchange Act) (eachotherwise, an “Investor Indemnified Party”), from and against any expenses, insofar as such losses, judgments, claims, damages or liabilities, whether joint liabilities (or several, arising actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement registration statement under which the sale of such Registrable Securities Stock was registered under the Securities ActAct pursuant to Section 2, any preliminary prospectus, prospectus or final prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement thereof, any materials or information provided to such Registration Statementinvestors by, or arising with the approval of, Parent in connection with the marketing of the offering of the Registrable Stock, including any roadshow or investor presentations made to investors by Parent (whether in person or electronically), or any application, filing or other material filed, registered, distributed or otherwise furnished by Parent or with the consent of Parent in connection with the securities laws of any state or political subdivision thereof, including any blue sky application, or arise out of or are 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, or any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any will reimburse each such registration; and Parent shall promptly reimburse the Investor Indemnified Party Person for any reasonable legal and any or other expenses reasonably incurred by such Investor Indemnified Party them in connection with investigating and or defending any such expense, loss, judgment, claim, damage, liability liability, expense or action; provided, however, that Parent will not be liable in any such case if and to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any (i) an untrue statement or alleged untrue statement or omission to state therein a material fact required to be stated therein or alleged omission made in such Registration Statementregistration statement, preliminary prospectus, or final prospectus, prospectus or summary prospectus, or any such amendment or supplement, supplement in reliance upon and in conformity with written information furnished to Parent, in writing, Parent by such Investor expressly Person, specifically for use thereininclusion in any such document; or (ii) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Person in a timely manner and such Person thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of such Registrable Stock to the Person asserting such loss, claim, damage or liability.

Indemnification by Parent. Parent agrees shall indemnify each Holder of Registrable Securities with respect to indemnify which registration has been effected pursuant to this Agreement, each of such Holder's officers and hold harmless the Investor, and the Investor’s affiliates, attorneys and agents, directors and each Personperson controlling such Holder, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expensesall claims, losses, judgmentsdamages, claimscosts, damages expenses and liabilities of any nature whatsoever (or liabilities, whether joint or several, actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which the sale of or prospectus incident to any such Registrable Securities was registered under the Securities Actregistration, any preliminary prospectus, final prospectus qualification or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statementcompliance, or arising out of or based upon on 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, or any violation by Parent of the Securities Act or any state securities law or of any rule or regulation promulgated thereunder under the Securities Act or any state securities law applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; , and Parent shall promptly will reimburse the Investor Indemnified Party each such Holder, each of its officers and directors and each person controlling such Holder for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and or defending any such expenseclaim, loss, judgmentdamage, claimcost, damageexpense, liability or action; provided, however, except that Parent will not be liable in any such case to the extent that any such expenseclaim, loss, claimdamage, damage cost, expense, liability or liability action arises out of or is based upon on any untrue statement or omission to state therein a material fact required to be stated therein made in concerning such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance Holder based upon and in conformity with written information furnished to Parent, Parent in writing, an instrument duly executed by such Investor expressly any Holder and stated to be specifically for use therein; provided, however, that any indemnification by Parent pursuant to the foregoing is subject to the condition that, insofar as any such claim, loss, damage, cost, expense, liability or action arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the Registration Statement becomes effective or in the amended prospectus filed with the SEC pursuant to Rule 424(b) (the "Final Prospectus"), any such indemnification by Parent shall not inure to the benefit of any Holder if a copy of the Final Prospectus was furnished to the person or entity asserting the claim, loss, damage, cost, expense, liability or action at or a reasonable time prior to the time such action was required by the Securities Act.

Indemnification by Parent. Parent agrees to will indemnify and hold harmless the Investor, and the Investor’s affiliates, attorneys and agents, each Holder and each Personunderwriter, if anyagent, who controls the Investor (within the meaning attorney and affiliate of Section 15 of the Securities Act or Section 20 of the Exchange Act) (eacha Holder, an “Investor Indemnified Party”), from and against any expensesall claims, losses, judgmentsdamages and liabilities (or actions in respect thereof), claimsincluding any of the foregoing incurred in settlement of any litigation, damages commenced or liabilities, whether joint or severalthreatened, arising out of or based upon on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectusregistration statement, final prospectus or summary prospectus contained in the Registration Statementprospectus, or any amendment or supplement thereto, incident to such Registration Statementany offering registered pursuant to this Declaration, or arising out of or based upon on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, or any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder under the Securities Act or state securities laws applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; , and Parent shall promptly subject to Section 8(c), will reimburse the Investor Indemnified Party each such Holder, and each underwriter, agent, attorney and affiliate of such Holder, for any legal and any other out-of-pocket expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and investigating, preparing or defending any such expenseclaim, loss, judgment, claim, damage, liability or action; provided, however, provided that Parent will not be liable in any such case to the extent that any such expenseclaim, loss, claimdamage, damage or liability arises out of or is based upon on any untrue statement or omission to state therein a material fact required to be stated therein or alleged untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to Parent, in writing, Parent by such Investor expressly Holder or an affiliate of such Holder and stated to be specifically for use therein.