Common use of Indemnification by the Investors Clause in Contracts

Indemnification by the Investors. Each Investor selling Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Investor, indemnify and hold harmless Parent, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of 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, final prospectus or 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 omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to Parent by such Investor expressly for use therein, and shall reimburse Parent, its directors and officers, each Underwriter and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Investor.

Indemnification by the Investors. Each Investor selling Registrable Securities willagrees, in the event that any registration is being effected under the Securities Act pursuant severally but not jointly, to this Agreement of any Registrable Securities held by such selling Investor, indemnify and hold harmless Parentharmless, each of to the fullest extent permitted by law, the Company, its directors and officers directors, officers, employees, stockholders and each Underwriter (if any), and each other selling holder and each other Person, if any, person who controls another selling holder or such Underwriter the Company (within the meaning of the Securities Act, 0000 Xxx) against any losses, claims, judgmentsdamages, damages liabilities and expense (including reasonable attorney fees) resulting from (i) such Investor's failure to comply with the prospectus delivery requirements of the Securities Act at any time when the Company does not meet the conditions for use of Rule 172, has advised the Investor in writing that the Company does not meet such conditions and that therefore the Investor is required to deliver a Prospectus in connection with any sale or liabilitiesother disposition of Registrable Securities and has provided such Investor with a current Prospectus for such use, whether joint (ii) the use by an Investor of an outdated or several, insofar as defective Prospectus after the Company has notified the Investor that such Prospectus is outdated or defective and the use of a corrected or updated Prospectus would have avoided such losses, claims, judgmentsdamages, damages liabilities or liabilities expenses, and (or actions in respect thereofiii) arise out of or are based upon any untrue statement of 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, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out omission of or are based upon any omission to state 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 statement statements therein not misleading, if to the extent, 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 to Parent by such Investor expressly to the Company specifically for use therein, and inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall reimburse Parent, its directors and officers, each Underwriter and each other selling holder or controlling Person for any legal or other expenses reasonably incurred the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by any of them such Investor in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall be several claim relating to this Section 6 and not joint and shall be limited to the amount of any net proceeds actually damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such selling InvestorInvestor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. Each Investor selling Registrable Securities willTo the extent permitted by law, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any each Holder shall, if Registrable Securities held by such selling InvestorHolder are included in the securities as to which such Registration, qualifications or compliance is being effected, indemnify and hold harmless Parentthe Company, each of its directors employees, advisors, agents and directors, each of its officers and who has signed the Registration Statement, each Underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter the Company within the meaning of the Securities ActAct and any underwriter, against any losses, claims, judgments, damages or liabilities, whether liabilities (joint or several; or actions, proceedings or settlements in respect thereof) to which the Company or any such director, officer, legal counsel, controlling Person underwriter may become subject under the Securities Act, the Exchange Act or other United States federal or state law, insofar as such losses, claims, judgments, damages or liabilities (or actions actions, proceedings or settlements in respect thereof) arise out of or are based upon any of the following statements, omissions or Violation, in each case to the extent (and only to the extent) that such statement, omission or Violation occurs in sole reliance upon and in conformity with written information furnished by such Holder, or its partners, officers, directors, employees, advisors, agents, underwriters or controlling Persons expressly for use in connection with such Registration: (i) untrue statement or alleged untrue statement of 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, final prospectus or summary prospectus contained in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendment amendments or supplement to the Registration Statement, supplements thereto; or (ii) omission or arise out of or are based upon any alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statement therein statements therein, in light of the circumstances in which they are made, not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to Parent by such Investor expressly for use therein, and Holder shall reimburse Parent, its directors and officers, each Underwriter and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by the Company or any of them such employee, advisor, agent, director, officer, controlling Person or underwriter in connection with investigation investigating or defending any such loss, claim, damage, liability liability, action or action. Each selling Investor’s indemnification obligations hereunder proceeding; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall be several and not joint and shall be limited apply to the amount amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided, further, that except for liability for willful fraud or misrepresentation, in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds actually received by such selling InvestorHolder in such Registration. For the avoidance of doubt, the obligations of the Holders under this Section 2.7(b) are several but not joint.

Indemnification by the Investors. Each Investor selling Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant The Investors agree to this Agreement of any Registrable Securities held by such selling Investor, indemnify and hold harmless Parent, each of its directors and officers the Company (and each Underwriter (if any), and each other selling holder and each other Personperson, if any, who controls another selling holder or such Underwriter the Company within the meaning of Section 15 of the Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company) from and against any losses, claims, judgments, damages or liabilitiesliabilities to which the Company (or any such officer, whether joint director or severalcontrolling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, judgments, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, (i) any failure to comply with the covenants and agreements contained in this Agreement respecting the sale of the Shares, or (ii) any untrue statement of a material fact contained in any the Registration Statement under which if such untrue statement was made in reliance upon and in conformity with written information furnished by or on behalf of the Investors specifically for use in preparation of the Registration Statement, and the Investors will reimburse the Company (or such officer, director or controlling person), as the case may be, for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Investors' obligation to indemnify the Company shall be limited to the net amount received by the Investors from the sale of the Shares; and further provided however, that the Selling Stockholders shall have no obligation to indemnify the Company in any such Registrable Securities was registered under the Securities Actcase for any statement or alleged statement in or omission or alleged omission from such Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement to the Registration Statementthereto, or arise out of or are based upon any omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the in which such statement or omission was made has been corrected, in reliance upon writing, by the Investor and in conformity with information furnished in writing to Parent by such Investor expressly for use therein, and shall reimburse Parent, its directors and officers, each Underwriter and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall be several and not joint and shall be limited delivered to the amount of any net proceeds actually received by Company before the sale or sales from which such selling Investorloss occurred.

Indemnification by the Investors. Each Investor selling Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Investor, indemnify and hold harmless ParentCompany, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of 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, final prospectus or 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 omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to Parent Company by such Investor expressly for use therein, and shall reimburse ParentCompany, its directors and officers, each Underwriter and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Investor.

Indemnification by the Investors. Each Investor selling Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of If any Registrable Securities held by are included in any registration statement, the Investors who beneficially own such selling Investor, Registrable Securities (the "Indemnifying Investors") shall indemnify and hold harmless Parentharmless, each of its directors and officers to the fullest extent permitted by law, the Trust and each Underwriter (if any)trustee, officer and employee of the Trust, and each other selling holder and each other Person, if any, Person who controls another selling holder or such Underwriter the Trust within the meaning of the Securities ActAct (the "Investor Indemnified Parties"), against any losses, claims, judgmentsdamages, damages liabilities or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities judgments (or actions or proceedings, whether commenced or threatened, in respect thereof) that arise out of or are based upon (a) any untrue statement of a material fact contained or alleged statement in any Registration Statement under which the sale of or omission or alleged omission from such Registrable Securities was registered under the Securities Actregistration statement, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material fact required to be stated therein or necessary to make the statement therein not misleadingthereto, if the such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Trust by the Investors, or (b) any violation by the Investors, or their respective directors, officers, partners, employees, agents and affiliate, of this Agreement or any law applicable to and in writing to Parent by connection with such Investor expressly for use thereinregistration, and such Investors shall reimburse Parent, its directors and officers, each Underwriter and each other selling holder or controlling Person the Investor Indemnified Parties for any legal or any other expenses reasonably incurred by any of them in connection with investigation investigating or defending any such loss, claim, damage, liability or actionjudgment (or action or proceeding in respect thereof) described in clauses (a) or (b). Each selling In no event shall any Indemnifying Investor’s indemnification obligations hereunder shall , its directors, officers or any person who controls such Indemnifying Investor be several liable or responsible for any amount in excess of the amount by which the total amount received by such Indemnifying Investor with respect to any registration of any securities of the Trust under the Securities Act exceeds (i) the pro rata amount paid by such Indemnifying Investor for such securities of the Trust and not joint and shall be limited to (ii) the amount of any net proceeds actually received damages that such Indemnifying Investor, its directors, officers or any person who controls such Indemnifying Investor has otherwise been required to pay by reason of such selling Investoruntrue or alleged untrue statement or omission or alleged omission.

Indemnification by the Investors. Each Investor selling Registrable Securities willagrees, in the event that any registration is being effected under the Securities Act pursuant severally but not jointly, to this Agreement of any Registrable Securities held by such selling Investor, indemnify and hold harmless Parentharmless, each of to the fullest extent permitted by law, the Company, its directors and officers directors, officers, employees, stockholders and each Underwriter (if any), and each other selling holder and each other Person, if any, Person who controls another selling holder or such Underwriter the Company (within the meaning of the Securities Act, ) against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claimsdamages, judgments, damages amounts paid in settlement, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) resulting from or liabilities (or actions in respect thereof) which arise out of or are based upon (i) any untrue statement or alleged untrue statement of 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, final prospectus or summary prospectus contained in the Registration Statement, or any amendment omission or supplement to the Registration Statement, or arise out alleged omission of or are based upon any omission to state 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 statement statements therein not misleading, if to the extent, but only to the extent that such untrue statement or omission was made or alleged statement or omission is contained in reliance upon and in conformity with any information furnished in writing to Parent by such Investor expressly to the Company specifically for use thereininclusion in such Registration Statement or Prospectus or amendment or supplement thereto, and shall (ii) any inaccuracy in the representations and warranties of the Investor contained in this Agreement, and will reimburse Parentthe Company and its directors, its directors and officers, each Underwriter and each other selling holder employees, stockholders or controlling Person Persons for any legal or and other expenses reasonably incurred as such expenses are reasonably incurred by any of them such Person in connection with investigation investigating, defending, settling, compromising or defending paying any such loss, claim, damage, liability liability, expense or action. Each selling Investor’s indemnification obligations hereunder In no event shall the liability of an Investor be several greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Investor in connection with any claim relating to this Section 6 and not joint and shall be limited to the amount of any net proceeds actually damages such Investor has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such selling InvestorInvestor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. Each In connection with any Registration Statement in which any Investor selling Registrable Securities willis participating, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Investor, Investors shall indemnify and hold harmless Parentthe Company, its Affiliates, their respective directors and officers, each of its directors and officers and each Underwriter (if any), underwriter and each other selling holder and each other Person, if any, Person who controls another selling holder or such Underwriter (within the meaning of the Securities Act) the Company (“Company Indemnitee”) against, against and pay and reimburse such Company Indemnitee for any losses, claims, judgmentsdamages, damages or liabilities, whether joint or several, to which any Company Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged (in any legal proceeding or proceeding, inquiry or other action involving any Governmental Authority) untrue statement of 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, final prospectus or summary prospectus contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement to the Registration Statement, thereto or arise out of or are based upon (b) any omission to state or alleged (in any legal proceeding or proceeding, inquiry or other action involving any Governmental Authority) omission of a material fact required to be stated therein or necessary to make the statement statements therein not misleading, if but, in each case only to the extent that such untrue statement or omission was is made in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information prepared and furnished in writing to Parent the Company by such any Investor expressly for use therein, and shall such Investors will reimburse Parent, its directors and officers, each Underwriter and each other selling holder or controlling Person any Company Indemnitee for any legal or any other expenses actually and reasonably incurred by any of them it in connection with investigation investigating, defending or defending settling any such loss, claim, damageliability, liability action or action. Each selling proceeding; provided, that such Investor’s indemnification obligations hereunder shall be several obligation to indemnify and not joint and shall hold harmless will be limited to the net amount of any net proceeds actually received by such selling InvestorInvestor from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Investors. Each In connection with any Registration in which a the Investor selling Registrable Securities willHolder is participating, such Investor Holder shall furnish to the Company in writing such information required in the event that Selling Shareholder Questionnaire attached hereto as Exhibit B and affidavits with respect to such Investor Holder as the Company may reasonably request for use in connection with any registration is being effected under Registration Statement or prospectus and the Securities Act pursuant Investors agree to this Agreement of any Registrable Securities held by such selling Investor, indemnify and hold harmless Parentthe Company, each of its directors and directors, officers and each Underwriter (if any), agents and each other selling holder and each other Person, if any, Person who controls another selling holder or such Underwriter (within the meaning of the Securities Act and the Exchange Act, ) the Company from and against any losses, claims, judgmentsdamages, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions or proceedings in respect thereof, whether or not the Company is a party thereto) arise and expenses (including reasonable cost of investigation and legal expense) arising out of or are based upon any untrue statement of 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, final prospectus or 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 omission to state a material fact required to be stated therein or necessary to make the statement therein statements in the Registration Statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, if to the extent, but only to the extent, that such untrue statement or omission was made is contained in reliance upon and in conformity a completed Selling Shareholder Questionnaire or affidavit with information respect to such Investor Holder furnished in writing to Parent the Company by such Investor Holder expressly for use therein; provided, and however, that the indemnity agreement contained in this Section 2.4(b) shall reimburse Parent, its directors and officers, each Underwriter and each other selling holder or controlling Person for not apply to amounts paid in settlement of any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or actionaction arising pursuant to a Registration if such settlement is effected without the consent of such Investor Holder (which consent shall not be unreasonably withheld). Each selling Investor’s Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the prospective sellers, or any of their respective Affiliates, directors, officers or controlling Persons and shall survive the transfer of such securities by such seller. The Company acknowledges and agrees that any indemnification obligations hereunder rights granted by Investor to the Company pursuant to this Agreement shall not be several jointly and severally made with other investors in the offering and Investor shall not joint and be held jointly liable for any liability arising under this Agreement. Any indemnification granted by Investor shall be limited to the amount of any net proceeds actually received by such selling InvestorInvestor from the sale of Registrable Securities (as defined in the Registration Rights Agreement between Investor and the Company of even date herewith (the "Registration Rights Agreement")) in connection with any applicable Registration Statement (as defined in the Registration Rights Agreement).