Common use of Indemnification by Selling Holders Clause in Contracts

Indemnification by Selling Holders. Each Selling Holder, severally and not jointly, will indemnify and hold harmless the Company, each director of the Company, its directors and officers and each other Person, if any, who controls the Company within the meaning of the Section 15 of the Securities Act or Section 20 of the Exchange from and against any Losses to which the Company or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, and will reimburse them for any Expenses reasonably incurred by any of them (in each case in the same manner and to the same extent as set forth in Section 2.10(a)), insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) or Expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement or any preliminary prospectus, free writing prospectus or final prospectus contained therein or related thereto, or any amendment or supplement thereto, or 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 (in the case of any prospectus, in the light of the circumstances under which such statements were made), if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Company in writing or electronically by or on behalf of such Selling Holder expressly for use in the preparation thereof (it being understood that any Selling Stockholder Questionnaire furnished by such Selling Holder is furnished expressly for this purpose). Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such Selling Holder.

Indemnification by Selling Holders. Each Selling Holder, severally and not jointly, will indemnify and hold harmless the Company, each director of the Company, its directors and officers and each other Person, if any, who controls the Company within the meaning of the Section 15 of the Securities Act or Section 20 of the Exchange from and against any Losses to which the Company or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, and will reimburse them for any Expenses reasonably incurred by any of them (in each case in the same manner and to the same extent as set forth in Section 2.10(a2.09(a)), insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) or Expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement or any preliminary prospectus, free writing prospectus or final prospectus contained therein or related thereto, or any amendment or supplement thereto, or 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 (in the case of any prospectus, in the light of the circumstances under which such statements were made), if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Company in writing or electronically by or on behalf of such Selling Holder expressly for use in the preparation thereof (it being understood that any Selling Stockholder Holder Questionnaire furnished by such Selling Holder is furnished expressly for this purpose). Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such Selling Holder.

Indemnification by Selling Holders. Each Selling Holder, severally and not jointly, will indemnify and hold harmless the Company, each director of the Company, its directors and officers and each other Person, if any, who controls the Company within the meaning of the Section 15 of the Securities Act or Section 20 of the Exchange from and against any Losses to which the Company or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, and will reimburse them for any Expenses reasonably incurred by any of them (in each case in the same manner and to the same extent as set forth in Section 2.10(a)), insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) or Expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement or any preliminary prospectus, free writing prospectus or final prospectus contained therein or related thereto, or any amendment or supplement thereto, or 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 (in the case of any prospectus, in the light of the circumstances under which such statements were made), if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Company in writing or electronically by or on behalf of such Selling Holder expressly for use in the preparation thereof (it being understood that any Selling Stockholder Holder Questionnaire furnished by such Selling Holder is furnished expressly for this purpose). Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such Selling Holder.

Indemnification by Selling Holders. Each Selling Holderselling Holder will severally, severally not jointly and not jointlyseverally, will indemnify and hold harmless the Company, each director of its directors, each of its officers who have signed the Companyregistration statement, its directors and officers and each other Personperson, if any, who controls the Company within the meaning of the either Section 15 of the Securities Act or Section 20 20(a) of the Exchange from Act, any underwriter and against any Losses to which the Company other Holder selling securities under such registration statement or any of such directorother Holder’s officers directors, officer employees or controlling agents or any person may become subject, under who controls such Holder within the meaning of either Section 15 of the Securities Act or otherwiseSection 20(a) of the Exchange Act, from and will reimburse them for any Expenses reasonably incurred by any against all losses, claims, liabilities and expenses (including reasonable costs of them (in each case in the same manner investigation and to the same extent as set forth in Section 2.10(a)legal expenses), insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) or Expenses arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement registration statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus, free writing prospectus or final prospectus contained therein arising out of or related thereto, or any amendment or supplement thereto, 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 not misleading (in the case of any prospectustherein, in the light of the circumstances under which such statements they were made), if not misleading, in each case to the extent (and only to the extent) that such statement or alleged untrue statement or omission or alleged omission was allegation thereof is made in reliance upon on and in conformity with the information relating to such Holder and furnished in writing to the Company in writing or electronically by or on behalf of such Selling Holder expressly for use in connection with such registration; provided, however, that the preparation thereof (it being understood that any Selling Stockholder Questionnaire furnished total amounts payable in indemnity by a Holder under this Section 1(e) shall not exceed the net proceeds received by such Selling Holder is furnished expressly for this purpose). Such in the registered offering out of which such event giving rise to the indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such Selling Holderarises.

Indemnification by Selling Holders. Each Selling Holder, severally and not jointly, will indemnify and hold harmless the Company, each director of the Company, its directors and officers and each other Person, if any, who controls the Company within the meaning of the Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any Losses to which the Company or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, and will reimburse them for any Expenses reasonably incurred by any of them (in each case in the same manner and to the same extent as set forth in Section 2.10(a2.06(a)), insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) or Expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement or any preliminary prospectus, free writing prospectus or final prospectus contained therein or related thereto, or any amendment or supplement thereto, or 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 (in the case of any prospectus, in the light of the circumstances under which such statements were made), if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Company in writing or electronically by or on behalf of such Selling Holder expressly for use in the preparation thereof (it being understood that any Selling Stockholder Holder Questionnaire furnished by such Selling Holder is furnished expressly for this purpose). Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such Selling Holder.

Indemnification by Selling Holders. Each Selling Holder, severally and not jointly, will indemnify and hold harmless the Company, each director of the Company, its directors and officers and each other Person, if any, who controls the Company within the meaning of the Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any Losses to which the Company or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, and will reimburse them for any Expenses reasonably incurred by any of them (in each case in the same manner and to the same extent as set forth in Section 2.10(a)), insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) or Expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement or any preliminary prospectus, free writing prospectus or final prospectus contained therein or related thereto, or any amendment or supplement thereto, or 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 (in the case of any prospectus, in the light of the circumstances under which such statements were made), if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Company in writing or electronically by or on behalf of such Selling Holder expressly for use in the preparation thereof (it being understood that any Selling Stockholder Questionnaire furnished by such Selling Holder is furnished expressly for this purpose). Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such Selling Holder.

Indemnification by Selling Holders. Each In the case of each offering made pursuant to this Agreement, each Selling Holder, severally and not jointlyby exercising its registration rights hereunder, will agrees to indemnify and hold harmless harmless, to the extent permitted by law, the Company, each director of the Companyother Selling Holder, its directors and officers and each other Person, if any, who controls the Company (within the meaning set forth in the Securities Act) any of the Section 15 foregoing, and the officers, directors, and employees of each of the Securities Act or Section 20 of the Exchange from and foregoing, against any Losses and all losses, liabilities, expenses, costs (including reasonable fees of one counsel for such Person), claims and damages to which the Company they or any such director, officer or controlling person of them may become subject, under the Securities Act Act, federal law, state law or otherwise, and will reimburse them for including any Expenses reasonably incurred by amount paid in settlement of any of them (in each case in the same manner and to the same extent as set forth in Section 2.10(a))litigation commenced or threatened, insofar as such Losses (or actions or proceedingslosses, whether commenced or threatenedliabilities, in respect thereof) or Expenses expenses, costs, claims and damages arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact made by such Selling Holder contained in the registration statement (or in any Registration Statement preliminary, final or any preliminary prospectus, free writing summary prospectus included therein) relating to the offering and sale of such Registrable Securities prepared by the Company or final prospectus contained therein or related theretoat its direction, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any a prospectus or preliminary prospectus, in the light of the circumstances under which such statements they were made)) not misleading, if but in each case only to the extent that such untrue statement of a material fact is contained in, or alleged statement or omission or alleged omission was made in reliance upon and in conformity with such material fact is omitted from, information relating to such Selling Holder furnished to the Company in writing or electronically by or on behalf of such Selling Holder expressly for use inclusion in such registration statement (or in any preliminary, final or summary prospectus included therein), or any amendment thereof or supplement thereto; provided, however, that the preparation thereof (it being understood that foregoing indemnity shall not apply to any amounts paid in settlement of any litigation if such settlement is effected without the consent of the Selling Holder, which consent shall not be unreasonably withheld, delayed or conditioned. The liability of any Selling Stockholder Questionnaire furnished Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the Dollar amount of the gross proceeds received by such Selling Holder is furnished expressly for this purpose). Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf under the sale of the Company or any Registrable Securities giving rise to such director, officer or controlling person and shall survive the transfer of such securities by such Selling Holderindemnification obligation.

Indemnification by Selling Holders. Each Selling Holderselling Holder will severally, severally not jointly and not jointlyseverally, will indemnify and hold harmless the Company, each director of its directors, each of its officers who have signed the Companyregistration statement, its directors and officers and each other Personperson, if any, who controls the Company within the meaning of the either Section 15 of the Securities Act or Section 20 20(a) of the Exchange from Act, any underwriter and against any Losses to which the Company other Holder selling securities under such registration statement or any of such directorother Holder's officers directors, officer employees or controlling agents or any person may become subject, under who controls such Holder within the meaning of either Section 15 of the Securities Act or otherwiseSection 20(a) of the Exchange Act, from and will reimburse them for any Expenses reasonably incurred by any against all losses, claims, liabilities and expenses (including reasonable costs of them (in each case in the same manner investigation and to the same extent as set forth in Section 2.10(a)legal expenses), insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) or Expenses arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement registration statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus, free writing prospectus or final prospectus contained therein arising out of or related thereto, or any amendment or supplement thereto, 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 not misleading (in the case of any prospectustherein, in the light of the circumstances under which such statements they were made), if not misleading, in each case to the extent (and only to the extent) that such statement or alleged untrue statement or omission or alleged omission was allegation thereof is made in reliance upon on and in conformity with the information relating to such Holder and furnished in writing to the Company in writing or electronically by or on behalf of such Selling Holder expressly for use in connection with such registration; provided, however, that the preparation thereof (it being understood that any Selling Stockholder Questionnaire furnished total amounts payable in indemnity by a Holder under this Section 1(d) shall not exceed the net proceeds received by such Selling Holder is furnished expressly for this purpose). Such in the registered offering out of which such event giving rise to the indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such Selling Holderarises.