Common use of Indemnification by the Holder Clause in Contracts

Indemnification by the Holder. The Holder will indemnify the Company and its officers and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and, if required by the underwriter effecting the related registration, such underwriter, and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statement therein not misleading, and the Holder will reimburse the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon information furnished to the Company in any instrument duly executed by the Holder and stated to be exclusively and specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto.

Indemnification by the Holder. The Holder will indemnify and hold harmless the Company Company, each of its directors and its officers and directors who have signed the registration statement and each person, if any, who controls any thereof (within the Company with the meaning of Section 15 of the Securities Act) and, if required by the underwriter effecting the related registration, such underwriter, Act from and their respective successors in title and assigns against any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or under any other statute or at common law or otherwise, including the Blue Sky laws of the various jurisdictions, and except as hereinafter provided, will reimburse the Company and each such director, officer or controlling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, damages and claims, damages, expenses, liabilities (or actions in respect thereof) arising arise out of or are based on upon any untrue statement (of material fact, or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any an omission (or alleged omission) to state therein any a material fact required to be stated therein or necessary in order to make the statement statements therein not misleading, and the Holder will reimburse the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon information furnished to the Company contained in any instrument duly executed by the Holder and stated to be exclusively and specifically for use in such prospectus, offering circular or other document (or related registration statement, notification any preliminary or amended preliminary prospectus or in any prospectus (or the likeregistration statement or prospectus as from time to time amended or supplemented) which the Company shall file pursuant to Sections 2.1 or 2.2 hereof, but only insofar as any amendment or supplement thereto.such statement or

Indemnification by the Holder. The Holder requesting or joining in a registration will indemnify each underwriter of the securities so registered, the Company and its officers the officers, directors and directors partners of each such person and each person, if any, who controls any thereof (within the meaning of the Securities Act) and, if required by the underwriter effecting the related registration, such underwriter, and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statement therein not misleading, and the Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in any an instrument duly executed by the Holder and stated to be exclusively and specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and provided further that the Holder's liability hereunder with respect to any particular registration shall be limited to an amount equal to the proceeds received by the Holder from the Registerable Securities sold by the Holder in such registration.

Indemnification by the Holder. The Holder requesting or joining in a registration will indemnify each underwriter of the securities so registered, the Company and its officers and the officers, directors and partners of each personsuch Person and each Person, if any, who controls any thereof (within the meaning of the Securities Act) and, if required by the underwriter effecting the related registration, such underwriter, and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statement therein not misleading, and the Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in any instrument duly executed by the Holder and stated to be exclusively and specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and provided further that the Holder's liability hereunder with respect to any particular registration shall be limited to an amount equal to the proceeds received by the Holder from the Registrable Securities sold by the Holder in such registration.

Indemnification by the Holder. The Each Holder will agrees, severally and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company and each of its officers officers, directors, employees and directors agents, and each personPerson, if any, who controls any thereof (the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and, if required by together with the underwriter effecting officers, directors, employees and agents of the related registrationforgoing (each, such underwritera “Company Controlling Person”), from and their respective successors in title and assigns against any and all claimsDamages and any action in respect thereof to which the Company, lossesthe Company Controlling Persons and their respective officers, damages directors, employees and liabilities agents may become subject to under the Securities Act or otherwise, in each case, insofar as such Damages (or actions proceedings in respect thereof) arising arise out of of, or are based on upon, any untrue statement (or alleged untrue statement) statement of any a material fact contained in any prospectus, offering circular Registration Statement or other document incident to any registration, qualification or compliance prospectus (or in any related registration statement, notification amendment or the likesupplement thereto) or any preliminary prospectus of the Company, or arise out of, or are based upon, any omission (or alleged omission) omission to state therein any a material fact required to be stated therein or necessary to make the statement statements therein not misleadingmisleading in light of the circumstances in which they were made, in each case, insofar as the same are based upon information furnished in writing to the Company by such Holder expressly for use therein, and the Holder will shall reimburse the Company and each other person indemnified pursuant to this paragraph (b) such Person for any legal and any other expenses reasonably incurred in connection with investigating or defending or preparing to defend against any such claim, loss, damage, liability Damages or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon information furnished to the Company in any instrument duly executed by the Holder and stated to be exclusively and specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement theretoproceedings.

Indemnification by the Holder. The Holder will agrees to indemnify and hold harmless the Company Company, each of its directors and its officers and directors each underwriter (if any), and each other person, if any, who controls any thereof (such selling holder or such underwriter within the meaning of the Securities Act) and, if required by the underwriter effecting the related registration, such underwriter, and their respective successors in title and assigns against any and all losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged allegedly untrue statement) statement of any 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, offering circular final prospectus or other document incident summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any registration, qualification or compliance (or in any related registration statement, notification omission or the like) or any alleged omission (or alleged omission) to state therein any a material fact required to be stated therein or necessary to make the statement therein not misleading, and if the Holder will reimburse the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company in any instrument duly executed by the Holder Holder, and stated to be exclusively shall reimburse the Company, its directors and specifically officers, and each such controlling person for use in such prospectus, offering circular any legal or other document (expenses reasonably incurred by any of them in connection with investigation or related registration statementdefending any such loss, notification claim, damage, liability or the like) or any amendment or supplement theretoaction.