Common use of Indemnification by Participating Investors Clause in Contracts

Indemnification by Participating Investors. Each Investor holding Registrable Securities covered by a registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from any Damages caused by or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in (or incorporated by reference in) any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or free writing prospectus (as defined in Rule 405 under the Securities Act), or any filing under any state securities (or blue sky) laws, (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, but only in each case with respect to information furnished in writing by such Investor or on such Investor’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Each such Investor also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 4.02. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 2, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Investor shall be liable under this Section 4.02 for any Damages in excess of the net proceeds realized by such Investor in the sale of Registrable Securities of such Investor to which such Damages relate.

Indemnification by Participating Investors. Each Investor holding Registrable Securities covered by a registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from any Damages caused by or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in (or incorporated by reference in) any registration statement or prospectus relating to the Registrable Securities (same extent as amended or supplemented if the indemnity from the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or free writing prospectus (as defined to such Investor provided in Rule 405 under the Securities Act), or any filing under any state securities (or blue sky) laws, (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 misleadingSection 4.01, but only in each case with respect to information furnished in writing by such Investor or on such Investor’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Each such Investor also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 4.02. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 2, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Investor shall be liable under this Section 4.02 for any Damages in excess of the net proceeds realized by such Investor in the sale of Registrable Securities of such Investor to which such Damages relate.

Indemnification by Participating Investors. Each Investor and Management Investor holding Registrable Securities covered by a registration statement included in any Registration Statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents 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 from any Damages caused by or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in (or incorporated by reference in) any registration statement or prospectus relating to the Registrable Securities (same extent as amended or supplemented if the foregoing indemnity from the Company shall have furnished any amendments to such Investor or supplements thereto) or any preliminary prospectus or free writing prospectus (as defined in Rule 405 under the Securities Act), or any filing under any state securities (or blue sky) laws, (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 misleadingManagement Investor, but only in each case with respect to information furnished in writing by such Investor or Management Investor or on such Investor’s or Management Investor’s behalf expressly for use in any registration statement Registration Statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or free-writing prospectus. Each such Investor and Management Investor also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 4.02. As a condition to including Registrable Securities in any registration statement Registration Statement filed in accordance with Article 2, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Investor or Management Investor shall be liable under this Section 4.02 for any Damages in excess of the net proceeds realized by such Investor or Management Investor in the sale of Registrable Securities of such Investor to which such Damages relate.

Indemnification by Participating Investors. Each Investor holding Registrable Securities covered by a registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from any Damages caused by or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in (or incorporated by reference in) any registration statement or prospectus relating to the Registrable Securities (same extent as amended or supplemented if the indemnity from the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or free writing prospectus (as defined to such Investor provided in Rule 405 under the Securities Act), or any filing under any state securities (or blue sky) laws, (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 misleadingSection 4.01, but only in each case with respect to information furnished 15 in writing by such Investor or on such Investor’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Each such Investor also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 4.02. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 2, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Investor shall be liable under this Section 4.02 for any Damages in excess of the net proceeds realized by such Investor in the sale of Registrable Securities of such Investor to which such Damages relate.