Common use of Indemnification by PEC Clause in Contracts

Indemnification by PEC. In the event of any registration of any securities of PEC under the Securities Act (pursuant to which any Holder sells Registrable Securities), PEC will, and hereby does, indemnify and hold harmless such Holder, any employees, officers, directors, shareholders, partners or trustees of such Holder and each other person, if any, who controls such Holder within the meaning of the Securities Act, in each case, against any losses, claims, damages, liabilities or expenses, joint or several (including, without limitation, the costs and expenses of investigating, preparing for and defending any legal proceeding, including reasonable attorney's fees), to which such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (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, and PEC will reimburse such Holder and each such employee, officer, director, stockholder, trustee, partner or controlling person for any legal or any other expenses incurred by them in connection with investigating or defending or settling any such loss, claim, liability, action or proceeding; provided that PEC shall not be liable in any such case to the extent that any loss, claim, damage, liability or expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to PEC through an instrument duly executed by such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person specifically stating that it is for use in preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person and shall survive the transfer of such securities by such Holder. PEC will make provision for contribution in lieu of any such indemnity that may be disallowed as shall be reasonably requested by such Holder.

Indemnification by PEC. In the event of any registration of any securities of PEC under the Securities Act (pursuant to which any Holder sells Registrable Securities), PEC will, and hereby does, indemnify and hold harmless such Holder, any employees, officers, directors, shareholders, partners or trustees of such Holder and each other person, if any, who controls such Holder within the meaning of the Securities Act, in each case, Shareholders against any losses, claims, damages, liabilities or expenses, joint or several (including, without limitation, the costs and expenses of investigating, preparing for and defending any legal proceeding, including reasonable attorney's fees), to which such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person the respective Shareholders may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (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, and PEC will reimburse such Holder and each such employee, officer, director, stockholder, trustee, partner or controlling person the respective Shareholders for any legal or any other expenses incurred by them in connection with investigating or defending or settling any such loss, claim, liability, action or proceeding; provided that PEC shall not be liable in any such case to the extent that any loss, claim, damage, liability or expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to PEC through an instrument duly executed by such Holder either or any such employee, officer, director, stockholder, trustee, partner or controlling person specifically stating that it is both of the Shareholders for use in preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person the Shareholders and shall survive the transfer of such securities by such Holdereither or both of the Shareholders. PEC will make provision for contribution in lieu of any such indemnity that may be disallowed as shall be reasonably requested by such Holdereither or both of the Shareholders.

Indemnification by PEC. In the event of any registration of any securities of PEC under the Securities Act (pursuant to which any Holder sells Registrable Securities), PEC will, and hereby does, indemnify and hold harmless such HolderS. Armour and R. Price or Holder or any director, any employeestrustee, officersofficer, directors, shareholders, partners employee or trustees controlling person of such Holder and each other person, if any, who controls such Holder within the meaning of the Securities Act, in each case, holder against any losses, claims, damages, liabilities or expenses, joint or several (including, without limitation, the costs and expenses of investigating, preparing for and defending any legal proceeding, including reasonable attorney's fees), to which such S. Armour and R. Price or Holder or any such employeedirector, trustee, officer, director, stockholder, trustee, partner employee or controlling person may of such holder become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities the Restricted Shares were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (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, and PEC will reimburse such S. Armour and R. Price or Holder and each such employeeor any director, trustee, officer, director, stockholder, trustee, partner employee or controlling person for any legal of such holder or any other expenses incurred by them in connection with investigating or defending or settling any such loss, claim, liability, action or proceeding; provided that PEC shall not be liable in any such case to the extent that any loss, claim, damage, liability or expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to PEC through an instrument duly executed by such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person S. Armour and R. Price specifically stating that it is for use in preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person S. Armour and R. Price and shall survive the transfer of such securities by such Holder. PEC will make provision for contribution in lieu of any such indemnity that may be disallowed as shall be reasonably requested by such S. Armour, R. Price or Holder.

Indemnification by PEC. In the event of any registration of any securities of PEC under the Securities Act (pursuant to which any Holder sells Registrable Securities), PEC will, and hereby does, indemnify and hold harmless such Holder, any employees, officers, directors, shareholders, partners or trustees of such Holder and each other person, if any, who controls such Holder within the meaning of the Securities Act, in each case, Shareholder against any losses, claims, damages, liabilities or expenses, joint or several (including, without limitation, the costs and expenses of investigating, preparing for and defending any legal proceeding, including reasonable attorney's fees), to which such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person Shareholder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (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, and PEC will reimburse such Holder and each such employee, officer, director, stockholder, trustee, partner or controlling person Shareholder for any legal or any other expenses incurred by them in connection with investigating or defending or settling any such loss, claim, liability, action or proceeding; provided that PEC shall not be liable in any such case to the extent that any loss, claim, damage, liability or expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to PEC through an instrument duly executed by such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person specifically stating that it is Shareholder for use in preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person the Shareholder and shall survive the transfer of such securities by such HolderShareholder. PEC will make provision for contribution in lieu of any such indemnity that may be disallowed as shall be reasonably requested by such HolderShareholder.

Indemnification by PEC. In the event of any registration of any securities of PEC under the Securities Act (pursuant to which any Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or Holder sells Registrable SecuritiesRestricted Shares or Wes-Xxx xx Holder sells Warrant Shares), PEC will, and hereby does, indemnify and hold harmless such Wes-Xxx, xxe Foundation and the Greaxxxxxx Xxxritable Remainder Trust, each officer and director of Wes-Xxx xx the Foundation, each trustee of the Greaxxxxxx Xxxritable Remainder Trust or Holder, any employees, officers, directors, shareholders, its partners or trustees of such Holder and each other person, if any, who controls such Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or Holder within the meaning of the Securities Act, in each case, against any losses, claims, damages, liabilities or expenses, joint or several (including, without limitation, the costs and expenses of investigating, preparing for and defending any legal proceeding, including reasonable attorney's fees), to which Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or such Holder or any such employeedirector, trustee, officer, director, stockholder, trustee, partner employee or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (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, and PEC will reimburse such Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or Holder and each such employee, officer, director, stockholder, trustee, partner or and controlling person for any legal or any other expenses incurred by them in connection with investigating or defending or settling any such loss, claim, liability, action or proceeding; provided that PEC shall not be liable in any such case to the extent that any loss, claim, damage, liability or expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to PEC through an instrument duly executed by such Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or Holder or any such employeedirector, trustee, officer, director, stockholder, trustee, partner or controlling person specifically stating that it is for use in preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person and shall survive the transfer of such securities by such Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or Holder. PEC will make provision for contribution in lieu of any such indemnity that may be disallowed as shall be reasonably requested by Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or Holder. In the event of any registration of any securities of PEC under the Securities Act (pursuant to which Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or Holder sells Restricted Shares or Warrant Shares covered by such registration statement), Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or Holder will, and each of them hereby does, severally indemnify and hold harmless PEC, each director of PEC, each officer of PEC who shall sign such registration statement and each other person, if any, who controls PEC within the meaning of the Securities Act from and against losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of material fact contained in such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or caused by 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, if such statement or omission was made in reliance upon and in conformity with written information furnished to PEC through an instrument duly executed by Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement up to the net proceeds received by Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or such Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of PEC or any such director, officer or controlling person and shall survive the transfer of such securities by Wes-Xxx, xxe Foundation, the Greaxxxxxx Xxxritable Remainder Trust or Holder.

Indemnification by PEC. In the event of any registration of any securities of PEC under the Securities Act (pursuant to which any Holder sells Registrable Securities), PEC will, and hereby does, indemnify and hold harmless such Holder, any employees, officers, directors, shareholders, partners or trustees of such Holder and each other person, if any, who controls such Holder within the meaning of the Securities Act, in each case, Stockholders against any losses, claims, damages, liabilities or expenses, joint or several (including, without limitation, the costs and expenses of investigating, preparing for and defending any legal proceeding, including reasonable attorney's fees), to which such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person the respective Stockholders may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (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, and PEC will reimburse such Holder and each such employee, officer, director, stockholder, trustee, partner or controlling person the respective Stockholders for any legal or any other expenses incurred by them in connection with investigating or defending or settling any such loss, claim, liability, action or proceeding; provided that PEC shall not be liable in any such case to the extent that any loss, claim, damage, liability or expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to PEC through an instrument duly executed by such Holder either or any such employee, officer, director, stockholder, trustee, partner or controlling person specifically stating that it is both of the Stockholders for use in preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person the Stockholders and shall survive the transfer of such securities by such Holdereither or both of the Stockholders. PEC will make provision for contribution in lieu of any such indemnity that may be disallowed as shall be reasonably requested by such Holdereither or both of the Stockholders.

Indemnification by PEC. In the event of any registration of any securities of PEC under the Securities Act (pursuant to which any Holder sells Registrable Securities), PEC will, and hereby does, indemnify and hold harmless such Holder, any employees, officers, directors, shareholders, partners or trustees of such Holder and each other person, if any, who controls such Holder within the meaning of the Securities Act, in each case, against any losses, claims, damages, liabilities or expenses, joint or several (including, without limitation, the costs and expenses of investigating, preparing for and defending any legal proceeding, including reasonable attorney's fees), to which such Holder or any such employee, officer, director, stockholder, trustee, partner or EXH A-7 controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (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, and PEC will reimburse such Holder and each such employee, officer, director, stockholder, trustee, partner or controlling person for any legal or any other expenses incurred by them in connection with investigating or defending or settling any such loss, claim, liability, action or proceeding; provided that PEC shall not be liable in any such case to the extent that any loss, claim, damage, liability or expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to PEC through an instrument duly executed by such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person specifically stating that it is for use in preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any such employee, officer, director, stockholder, trustee, partner or controlling person and shall survive the transfer of such securities by such Holder. PEC will make provision for contribution in lieu of any such indemnity that may be disallowed as shall be reasonably requested by such Holder.