Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. Each Holder agrees to indemnify and hold harmless the Company, its officers and directors and each Person (if any) that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all Losses caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement of a material fact (a) contained in any Registration Statement relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements 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 or (b) included in any 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 any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, only to the extent such statement or omission was made in reliance upon and in conformity with information furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by the Holders. Each In connection with any Registration Statement pursuant to the terms of this Agreement, each Holder agrees will furnish to the Company in writing such information as the Company reasonably requests concerning such Holder or the proposed manner of such Holder’s distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its officers Subsidiaries and directors its and their respective directors, officers, employees, shareholders and each Person (if any) that person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and 0000 Xxx) against any losses, claims, damages, liabilities and all Losses caused by, arising out of, expenses (including reasonable attorney fees) resulting from or related to any untrue statement or alleged untrue statement of a material fact (a) contained in any Registration Statement relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or any omission or alleged omission to state therein of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading or (b) included in any prospectus relating misleading, to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectusextent, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission was made is contained in reliance upon and in conformity with any information furnished in writing by or on behalf of such Holder expressly to the Company specifically for use inclusion in any such Registration Statement or prospectus relating to the Registrable Securities, Prospectus or any amendment or supplement thereto, . In no event shall the liability of a Holder be greater in amount than the aggregate dollar amount of the proceeds (net of all expenses paid by such Holder and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or any preliminary prospectusomission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder Electing Holder, severally, but not jointly, agrees to (i) indemnify and hold harmless the Company, its officers the Guarantors and the other Electing Holders, and each of their respective directors and officers, and each Person (person, if any) that , who controls the Company Company, the Guarantors or any other Electing Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act, against any and all Losses caused byloss, arising out ofliability, resulting from claim, damage and expense described in the indemnity contained in Section 5(a) hereof, as incurred, but only with respect to untrue statements or related to any untrue statement omissions, or alleged untrue statement of a material fact (a) contained statements or omissions, made in any Shelf Registration Statement relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements amendment thereto), or any omission prospectus included therein (or alleged omission to state therein a material fact required to be stated therein any amendment or necessary to make the statements therein not misleading or (b) included in any prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements supplement thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, only to the extent such statement or omission was made related Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such Electing Holder expressly for use in any the Shelf Registration Statement (or any amendment thereto) or such prospectus relating to the Registrable Securities, (or any amendment or supplement thereto, ) or any preliminary prospectusrelated Issuer Free Writing Prospectus, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Electing Holder from the sale of Registrable Securities pursuant to such Shelf Registration Statement.

Indemnification by the Holders. Each Holder agrees The Holders agree to indemnify and hold harmless the Company, its officers and directors and each Person (if any) that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all Losses caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement of a material fact (a) contained in any Registration Statement relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements 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 or (b) included in any 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 any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, only to the extent such statement or omission was made in reliance upon and in conformity with information furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by the Holders. Each Holder agrees to indemnify and hold harmless indemnify, to the extent permitted by law (or if indemnification is held by a court of competent jurisdiction to be unavailable, to contribute to the amount paid or payable by), the Company, its directors and officers and directors and each Person (if any) that person or entity who controls the Company (within the meaning of either Section 15 of the Securities Act Act) and each person or Section 20 entity which participates as or may be deemed to be an underwriter in the offering or sale of the Exchange Act from and such securities against any losses, claims, damages, liabilities and all Losses caused by, arising out of, expenses resulting from or related to (i) any untrue statement or alleged untrue statement of a material fact (a) contained in the Registration Statement, prospectus or preliminary prospectus or any Registration Statement relating to Registrable Securities amendment thereof or supplement thereto or (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or ii) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) included in any prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary case of a prospectus, or any omission or alleged omission to state therein a material fact necessary always in order to make the statements therein, in the light of the circumstances under which they were the statements are made) or (iii) any violation by the Company of the Securities Act or any state securities law, not misleading"blue sky" law, or any other law, applicable to the Company in connection with such registration, qualification, or compliance, but only to the extent that such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement or omission was made in such registration statement or amendment or supplement thereto or any document in reliance upon and in conformity with the written information furnished in writing to the Company by or on behalf of such Holder expressly for use in any Registration Statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectusregistration statement.

Indemnification by the Holders. Each Holder agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers and directors and each Person (Person, if any) that , who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against all Damages to the same extent as the foregoing indemnity from the Company to such Holder set forth in Section 5(a), but only to the extent such Damages arise out of or are based upon any and all Losses caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement of a material fact (a) contained in any Registration Statement relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements 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 or (b) included in any prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements amendment thereto) or any preliminary prospectus, Prospectus (or any omission amendment or alleged supplement thereto) or are caused by any omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, only to the extent such which untrue statement or omission was made in reliance is based upon and in conformity with information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use in any such Registration Statement (or prospectus relating to the Registrable Securities, any amendment thereto) or any such Prospectus (or any amendment or supplement thereto); PROVIDED, HOWEVER, that such Holder shall not be obligated to provide such indemnity to the extent that such Damages result from the failure of the Company to amend or take action to correct or supplement any preliminary prospectussuch Registration Statement or Prospectus in a timely fashion on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability of any Holder of Registrable Securities hereunder be greater in amount than the amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder agrees to In connection with the Resale Shelf Registration Statement, each Holder, on a several and not joint basis, shall indemnify and hold harmless the CompanyTrust, its officers and directors and each Person of its trustees and officers (including each trustee and officer of the Trust who signed the Resale Shelf Registration Statement), and each Person, if any) that , who controls the Company Trust within the meaning of either Section 15 of the Securities Act or Act, to the same extent as the indemnity contained in Section 20 6(a) (except that any settlement described in Section 6(a)(ii) shall be effected with the written consent of the Exchange Act from and against any and all Losses caused byHolder), arising but only insofar as such loss, liability, claim, damage or expense arises out of, resulting from of or related to is based upon any untrue statement or omission, or alleged untrue statement of a material fact (a) contained statements or omissions, made in any the Resale Shelf Registration Statement relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements 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 or (b) included in any prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements amendment thereto) or any preliminary prospectus, Prospectus (or any omission amendment or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, only to the extent such statement or omission was made supplement thereto) in reliance upon and in conformity with written information furnished in writing to the Trust by or on behalf of such the Holder expressly for use in any such Resale Shelf Registration Statement (or prospectus relating to the Registrable Securities, any amendment thereto) or such Prospectus (or any amendment or supplement thereto). Notwithstanding the provisions of this Section 6(b), or the Holder shall not be required to indemnify the Trust with respect to any preliminary prospectusamount in excess of the amount of the total net proceeds received by the Holder from sales of the Registrable Shares under the Resale Shelf Registration Statement.

Indemnification by the Holders. Each Holder agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers and directors and each Person (Person, if any) that , who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against all Damages to the same extent as the foregoing indemnity from the Company to such Holder set forth in Section 6(a), but only to the extent such Damages arise out of or are based upon any and all Losses caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement of a material fact (a) contained in any Registration Statement relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements 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 or (b) included in any prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements amendment thereto) or any preliminary prospectus, Prospectus (or any omission amendment or alleged supplement thereto) or are caused by any omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, only to the extent such which untrue statement or omission was made in reliance is based upon and in conformity with information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use in any such Registration Statement (or prospectus relating to the Registrable Securities, any amendment thereto) or any such Prospectus (or any amendment or supplement thereto); PROVIDED, HOWEVER, that such Holder shall not be obligated to provide such indemnity to the extent that such Damages result from the failure of the Company to amend or take action to correct or supplement any preliminary prospectussuch Registration Statement or Prospectus in a timely fashion on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability of any Holder of Registrable Securities hereunder be greater in amount than the amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 5(a)) the Company, its officers and directors each member of the Board, each officer of the Company and each Person (Person, if any) that controls , who Controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all Losses caused byCompany, arising out of, resulting from or related with respect to any untrue statement or alleged untrue statement of a material fact (a) contained in any Registration Statement relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make from the statements therein not misleading or (b) included in any prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or Shelf Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, only to the extent such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Holder specifically stating that it is for use in writing the preparation of the Shelf Registration Statement or any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such Board member, officer or Controlling Person and shall survive the transfer of Registrable Securities by any Holder. The obligation of a Holder to indemnify will be several and not joint among the Holders of Registrable Securities and the liability of each such Holder expressly for use of Registrable Securities will be in any Registration Statement or prospectus relating proportion to and limited in all events to the net amount received by such Holder from the sale of Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectusSecurities pursuant to the Shelf Registration Statement.

Indemnification by the Holders. Each Holder agrees to In connection with the Resale Shelf Registration Statement, each Holder, on a several and not joint basis, shall indemnify and hold harmless the CompanyTrust, its officers and directors and each Person of its trustees and officers (including each trustee and officer of the Trust who signed the Resale Shelf Registration Statement), and each Person, if any) that , who controls the Company Trust within the meaning of either Section 15 of the Securities Act or Act, to the same extent as the indemnity contained in Section 20 9(a) (except that any settlement described in Section 9(a)(ii) shall be effected with the prior written consent of the Exchange Act from and against any and all Losses caused byHolder), arising but only insofar as such loss, liability, claim, damage or expense arises out of, resulting from of or related to is based upon any untrue statement or omission, or alleged untrue statement of a material fact (a) contained statements or omissions, made in any the Resale Shelf Registration Statement relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements 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 or (b) included in any prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements amendment thereto) or any preliminary prospectus, Prospectus (or any omission amendment or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, only to the extent such statement or omission was made supplement thereto) in reliance upon and in conformity with written information furnished in writing to the Trust by or on behalf of such the Holder expressly for use in any such Resale Shelf Registration Statement (or prospectus relating to the Registrable Securities, any amendment thereto) or such Prospectus (or any amendment or supplement thereto). Notwithstanding the provisions of this Section 9(b), or the Holder shall not be required to indemnify the Trust with respect to any preliminary prospectusamount in excess of the amount of the total net proceeds received by the Holder from sales of the Registrable Shares under the Resale Shelf Registration Statement.

Indemnification by the Holders. Each Holder severally and not jointly agrees to indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, Parent and its officers and directors Agents and each Person who controls Parent (if any) that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from Act) and its Agents against any and all Losses caused byClaims, arising insofar as such Claims arise out of, resulting from of or related to are based upon any untrue statement or alleged untrue statement of a material fact (a) contained in any Registration Statement relating or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto)such registration, 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 or (b) included in any prospectus relating misleading, to the Registrable Securities (as amended extent, but only to the extent, that such untrue statement or supplemented if the Company shall have furnished any amendments alleged untrue statement or supplements thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, only to the extent such statement or omission was made in reliance upon and in conformity with written information furnished in writing to Parent by or on behalf of such Holder expressly for use therein; provided, however, that the aggregate amount that each Holder shall be required to pay pursuant to this Section 5.2 shall in any no event be greater than the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Registration Statement or prospectus relating giving rise to such Claims less all amounts previously paid by the Registrable Securities, Holders with respect to any such Claims. Such indemnity shall survive the transfer of such securities by the Holders or any amendment or supplement thereto, or any preliminary prospectusUnderwriter.