Common use of Indemnification by the Holder Clause in Contracts

Indemnification by the Holder. The Holder agrees to indemnify and hold harmless the Company, each of its directors and officers, and/or each Person, if any, who controls the Company within the meaning of the Securities Act (each, a “Holder Indemnified Party”), against any losses, claims, damages, liabilities or expenses, joint or several, to which such Holder Indemnified Party may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Holder) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Holder contained in this Agreement or any failure of the Holder to perform its obligations hereunder and will reimburse each Holder Indemnified Party for legal and other expenses reasonably incurred, as such expenses are reasonably incurred by such Holder Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action, provided, however, that the Holder will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon the inaccuracy of any representations made by such Holder Indemnified Party herein.

Indemnification by the Holder. The Holder agrees to To the extent permitted by applicable law, each Holder, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors directors, each of its officers who shall have signed the Registration Statement, and officers, and/or each Person, if any, who controls the Company within the meaning of the Securities Act (each, a “Holder Indemnified Party”)Act, against any and all losses, claims, damages, liabilities or and expenses, joint including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or severalthreatened action, suit, proceeding or investigation, or to which such Holder Indemnified Party any of the foregoing Persons may otherwise become subject, subject under the Securities Act, the Exchange Act, Act or any other federal or state statutory law or regulationlaws, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Holder) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any Violation, in whole or each case to the extent (and only to the extent) that such Violation occurs in part on any inaccuracy reliance upon and in the representations and warranties of the Holder contained in this Agreement or any failure of the Holder to perform its obligations hereunder and will reimburse each Holder Indemnified Party for legal and other expenses reasonably incurred, as such expenses are reasonably incurred conformity with written information furnished by such Holder Indemnified Party expressly for use in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action, registration; provided, however, that the Holder will indemnification required by this Section 3.2 shall not be liable apply to amounts paid in any such case to the extent that settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant Holder of Securities, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the liability of the Holder under this Section 3.2 shall be limited in an amount equal to the net proceeds from the sale of the shares sold by such Holder, unless such liability arises out of or is based upon the inaccuracy of any representations made on willful conduct or gross negligence by such Holder Indemnified Party hereinHolder.

Indemnification by the Holder. The Subject to the limitations set forth in this Section 8, from and at all times after the Closing Date, the Holder agrees to shall indemnify the Purchaser, its Affiliates, and their directors, officers, managers, shareholders, members, partners, employees, agents, representatives, successors and permitted assigns (the “Purchaser Indemnified Parties”) and save and hold harmless the Company, each of its directors them harmless from and officersagainst and pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for any and all liabilities, and/or each Personobligations, if anydemands, who controls the Company within the meaning claims, actions, suits, proceedings, investigations, causes of action, assessments, judgments, losses, costs, damages, deficiencies, taxes, fines or expenses (whether or not arising out of third party claims), including, without limitation, interest, penalties, reasonable attorneys’ fees and all reasonable amounts paid in investigation, defense or settlement of any of the Securities Act foregoing (eachcollectively, a “Holder Indemnified PartyDamages”), against which any losses, claims, damages, liabilities or expenses, joint or several, to which such Holder Purchaser Indemnified Party may become subjectsuffer or incur to the extent resulting from or arising out of: (i) any misrepresentation, under the Securities Act, the Exchange Act, breach or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement inaccuracy of any litigation, if such settlement is effected with the written consent of the Holder) insofar as such losses, claims, damages, liabilities representation or expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties warranty of the Holder contained in under Section 3 of this Agreement or in any failure agreement, schedule or certificate delivered or to be delivered by or on behalf of the Holder to perform its obligations hereunder and will reimburse each the Purchaser or the Parent pursuant thereto; (ii) any nonfulfillment, breach or violation of any covenant or agreement on the part of the Holder Indemnified Party for legal and under this Agreement; (iii) the inability of the Purchaser to lawfully conduct the Q Inside Micro Business; (iv) any Action by or on behalf of the Company, the Company’s subsidiaries or any holders of equity or debt of the Company or any of the Company’s subsidiaries with respect to (“Company Actions”) (A) the Disposition. (B) the Acquisition, (C) the Transactions, this Agreement, any other expenses reasonably incurred, as such expenses are reasonably incurred by such Holder Indemnified Party Transaction Document or agreement contemplated hereby and/or the Transactions or otherwise in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action, provided, however, that the sale of the Transferred Assets by the Holder will not be liable in any such case to the extent Purchaser; (v) any infringement or other violation of Intellectual Property rights, or requirement that a Purchaser Indemnified Party make a material payment to a third party holding Intellectual Property, in connection with the conduct of the Q Inside Micro Business by a Purchaser Indemnified Party (the “Intellectual Property Damages”); (vi) any such loss, claim, damage, liability or expense arises out obligation with respect to the Stroock Claim (the “Stroock Damages”); (vii) any liability or obligation with respect to any claims by a Government Authority with respect U.S. Federal income Taxes owed by or on behalf of the Company, the Company’s Affiliates, the Business, the Holder or is based upon the inaccuracy Holder’s Affiliates (the “Tar Damages”); and (viii) lost profits or royalties regarding sales of any representations made products covered by the Q Inside Micro Business to parties other than the Purchaser and its subsidiaries and Affiliates as a result of prior grants by or on behalf of the Company or its Subsidiaries of licenses or other rights to such Holder Indemnified Party hereinthird parties regarding the development, production, sale or licensing of products covered by the Q Inside Micro Business (the “Lost Profit Damages”).

Indemnification by the Holder. The To the extent permitted by law, the Holder agrees to shall indemnify and hold harmless the CompanySardy, each of its directors managers and officersofficers who sign the Registration Statement, and/or each Personthe members, if anyemployees, who controls the Company within the meaning representatives and agents of the Securities Act (eachSardy, a “Holder Indemnified Party”)legal counsel and accountants for Sardy, any underwriter, and any controlling person of Sardy or any such underwriter, against any losses, claims, damages, damages or liabilities or expenses, joint or several, to which such Holder Indemnified Party any of the foregoing persons may become subject, under the Securities Act, the Exchange Act, Act or any other federal or state statutory law or regulationsecurities law, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Holder) insofar as such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based in whole or in part on any inaccuracy Violation, in each case to the representations extent (and warranties of only to the extent) that such Violation occurs in reliance on and in conformity with information furnished by the Holder contained expressly for use in this Agreement or any failure of connection with such registration; and the Holder shall reimburse any person intended to perform its obligations hereunder and will reimburse each Holder Indemnified Party be indemnified pursuant to this Section 5(b) for any legal and or other expenses reasonably incurred, as such expenses are reasonably incurred incurred, by such Holder Indemnified Party person in connection with investigating, defending, settling, compromising investigating or paying any such loss, claim, damage, liability, expense or action, provided, however, that the Holder will not be liable in any such case to the extent that defending any such loss, claim, damage, liability or expense arises out of or is based upon action; provided that the inaccuracy indemnity agreement in this Section 5(b) shall not apply to amounts paid in settlement of any representations made such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld or delayed); and provided further that in no event shall any indemnity by such the Holder Indemnified Party hereinunder this Section 5(b), when aggregated with amounts contributed, if any, pursuant to Section 5(d), exceed the net proceeds from the sale of Registrable Securities hereunder received by the Holder after application of the net proceeds pursuant to Section 4(b).