Indemnification by Participants. Each Participant in such registration will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each other Person, if any, who controls the Company, within the meaning of the Securities Act, each underwriter of Registrable Securities and each Person, if any, who controls any such underwriter within the meaning of the Securities Act (collectively, the "Company Indemnitees" and, individually, a "Company Indemnitee") and each other Participant Indemnitee against all losses, claims, damages or liabilities, joint or several, to which any of the Company Indemnitees or the other Participant Indemnitees 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 any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon 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, but only if, and to the extent that, such statement or omission was in reliance upon and in conformity with written information furnished to the Company by such participant specifically for use in the preparation thereof. Notwithstanding the foregoing, the indemnification obligation of each Participant herein shall be limited to the net proceeds received by such Participant in the offering of the Registrable Securities effected by the Registration Statement.
Indemnification by Participants. Participant will indemnify and hold harmless Vendor and other Participants, their employees and agents for any actual damages, reasonable expenses and costs, including reasonable attorneys’ fees, from claims by third parties arising directly from Participant’s or Participant’s Users’ breach of this Agreement, including the unauthorized or improper use of the Network or Participant’s or Participant’s Users’ use or disclosure of Health Data for any purpose other than a Permitted Purpose. The Participant will not be liable for indirect, special, exemplary, consequential or punitive damages (including, but not limited to, loss of profits). The foregoing indemnity shall apply only to the extent of the willful misconduct or gross negligence of the Participant or Participant User.
Indemnification by Participants. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from each Participant, severally and not jointly, to indemnify and hold harmless the Company, each of the Company's directors, officers and employees and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company, but only with reference to written information furnished to the Company by or on behalf of such Participant specifically for use in any registration statement, or any preliminary or final or summary prospectus contained therein or any amendment or supplement thereto. This indemnity agreement will be in addition to any liability which any such person may otherwise have.
Indemnification by Participants. Each Participant acting in its capacity as a Participant shall defend, indemnify and hold harmless to the extent allowed by Applicable Law each other Participant and its respective shareholders, members, partners, Affiliates, members of its governing body, officers, employees and agents, from and against third-party claims for Damages arising from such Participant's (i) intentional/willful misconduct, (ii) negligence, and/or (iii) breach of this Agreement; provided, however, that with respect to Damages arising from third-party claims of negligence, such Participant shall be liable only to the extent of its contributory negligence and it shall not be liable to the extent of the negligence of others.
Indemnification by Participants. In connection with any Public Offering, each Participant agrees to indemnify and hold harmless the Company and its underwriters, affiliates and controlling persons, if any, against any losses, claims damages, liabilities or expenses (including attorneys' fees), joint or several, to which any such person may become subject insofar as such losses, claims, damages or liabilities are caused by any untrue statement of a material fact or an omission to state any material fact in the registration statement, related prospectus or any amendment thereto based on information provided to the Company in writing by such person.
Indemnification by Participants. Each Participant, severally and not jointly, agrees to indemnify and hold harmless the Issuer, each of the Issuer's directors and officers and each Person who controls the Issuer within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuer, but only with reference to written information furnished to the Issuer by or on behalf of such Participant specifically for use in any registration statement, or any preliminary or final or summary Prospectus contained therein or any amendment or supplement thereto. This indemnity agreement will be acknowledged by each Participant that is not an Initial Purchaser in such Participant's Notice and Questionnaire and will be in addition to any liability which any such Person may otherwise have.
Indemnification by Participants. The Company and the Issuer Trust may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) and to entering into any underwriting agreement with respect thereto, that the Company and the Issuer Trust shall have received an undertaking reasonably satisfactory to it from each Participant, severally and not jointly, to indemnify and hold harmless the Company and the Issuer Trust, each of the Company's directors, officers and employees and each person who controls the Company or the Issuer Trust within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company and the Issuer Trust, but only with reference to written information furnished to the Company and the Issuer Trust by or on behalf of such Participant specifically for use in any registration statement, or any preliminary or final or summary prospectus contained therein or any amendment or supplement thereto. This indemnity agreement will be in addition to any liability which any such person may otherwise have.
Indemnification by Participants. Each Participant agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Participant, but only with reference to information furnished to the Company in writing by a Holder or a Holder controlled by such Participant expressly for use in the Shelf Registration or any amendments or supplements thereto.
Indemnification by Participants. Each Participant, severally and not jointly, agrees to indemnify and hold harmless the Company, each of the Company's directors, officers and employees and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company, but only with reference to written information furnished to the Company by or on behalf of such Participant specifically for use in any registration statement, or any preliminary or final or summary Prospectus contained therein or any amendment or supplement thereto; provided, that, in the case of a Shelf Registration, no Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Shelf Registration. This indemnity agreement will be acknowledged by each Participant that is not an Initial Purchaser in such Participant's Notice and will be in addition to any liability which any such person may otherwise have. 15
Indemnification by Participants. Each Participant, severally and not jointly, agrees to indemnify and hold harmless the Company, each of the Company's directors, officers and employees and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company, but only with reference to written information furnished to the Company by or on behalf of such Participant specifically for use in any registration statement, or any preliminary or final or summary Prospectus contained therein or any amendment or supplement thereto. This indemnity agreement will be acknowledged by each Participant that is not an Initial Purchaser in such Participant's Notice and will be in addition to any liability which any such person may otherwise have.
