Common use of Indemnification by the Issuer Clause in Contracts

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, each holder of Registrable Securities, their officers, directors and employees and each Person who controls such holder (within the meaning of the Securities Act) (the "INDEMNIFIED PARTIES") against all losses, claims, damages, liabilities and expenses incurred by such party in connection with any actual or threatened action arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, and the Issuer agrees to reimburse such Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss or action or proceeding in respect thereof, except insofar as the same arise out of or are based upon any such untrue statement or omission made in reliance on and in conformity with any information furnished in writing to the Issuer by such holder or its counsel expressly for use therein. The Issuer shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties, if requested.

Indemnification by the Issuer. The Issuer agrees shall, without limitation as to time, indemnify and hold harmlessharmless each Holder and each Participating Broker-Dealer, to the full extent permitted by law, each holder of Registrable Securities, their officers, directors and employees and each Person who controls each such holder Holder (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) (and the "INDEMNIFIED PARTIES") officers, directors, partners, employees, representatives and agents of each such Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all lossesLosses, claimsas incurred, damagesdirectly or indirectly caused by, liabilities and expenses incurred by such party in connection with any actual or threatened action related to, based upon, arising out of or based upon in connection with any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus, or in any amendment or supplement thereto, or in any preliminary Prospectus prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) under which they were made, not misleading, and the Issuer agrees to reimburse such Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss or action or proceeding in respect thereof, except insofar as the same arise out of or such Losses are based upon any information relating to such untrue statement Holder or omission made in reliance on Participating Broker-Dealer and in conformity with any information furnished in writing to the Issuer by such holder Holder or its counsel Participating Broker-Dealer expressly for use therein. The Issuer shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers officers, directors, agents and directors employees and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties, if requestedHolders or the Participating Broker-Dealer.

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, each holder of Registrable Securities, their LGE and its respective officers, directors and employees and each Person who controls such holder (within the meaning of the Securities Act or the Exchange Act) (the "INDEMNIFIED PARTIES") such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses incurred by such party in connection with any actual or threatened action (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”), arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or preliminary Prospectus any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existingunder which they were made) not misleading; provided, and however, that the Issuer agrees shall not be liable to reimburse such Indemnified Parties for any legal or other expenses reasonably incurred by them indemnified party in connection with investigating or defending any such loss or action or proceeding in respect thereof, except insofar as case to the same arise extent that any such Loss arises out of or are is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance on upon and in conformity with any written information furnished in writing to the Issuer by such holder or its counsel LGE expressly for use thereinin the preparation thereof. The This indemnity shall be in addition to any liability the Issuer shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties, if requestedmay otherwise have.

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, each holder of Registrable Securities, their Philips and its respective officers, directors and employees and each Person who controls such holder (within the meaning of the Securities Act or the Exchange Act) (the "INDEMNIFIED PARTIES") such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses incurred by such party in connection with any actual or threatened action (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”), arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or preliminary Prospectus any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existingunder which they were made) not misleading; provided, and however, that the Issuer agrees shall not be liable to reimburse such Indemnified Parties for any legal or other expenses reasonably incurred by them indemnified party in connection with investigating or defending any such loss or action or proceeding in respect thereof, except insofar as case to the same arise extent that any such Loss arises out of or are is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance on upon and in conformity with any written information furnished in writing to the Issuer by such holder or its counsel Philips expressly for use thereinin the preparation thereof. The This indemnity shall be in addition to any liability the Issuer shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties, if requestedmay otherwise have.

Indemnification by the Issuer. The Issuer agrees to indemnify indemnify, and agrees to hold harmless, to the full extent permitted by law, each holder of U.S. Registrable Securities, their Securities and each of its officers, directors directors, partners (general and employees limited, and each Person who controls such holder the directors, officers and Affiliates thereof) (within the meaning of the Securities Act) Act and the Securities Exchange Act of 1934, as amended (the "INDEMNIFIED PARTIESExchange Act") (collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities and expenses incurred by (including any amounts paid in settlement effected with the Issuer's consent to which such party in connection with any actual Indemnified Parties may become subject under the Securities Act, state securities or threatened action arising blue sky laws, common law or otherwise), insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement (or any amendment or supplement thereto), Prospectus or preliminary or summary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in light of the circumstances then existing) under which they were made, not misleading, and the Issuer agrees to will reimburse such Indemnified Parties Party for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss or loss, claim, liability, action or proceeding in respect thereofproceeding, except insofar as the same arise out of or are is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, Prospectus or preliminary or summary Prospectus in reliance on and in conformity with any written information with respect to such Shareholder furnished in writing to the Issuer by such holder of U.S. Registrable Securities or its counsel representative expressly for use therein. The Issuer shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties, if requested.

Indemnification by the Issuer. The Issuer agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmlessharmless each Holder, to the full extent permitted by lawofficers, directors, partners, members, agents, and employees of each of them, each holder of Registrable Securities, their officers, directors and employees and each Person person who controls any such holder Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (and the "INDEMNIFIED PARTIES") officers, directors, partners, members, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claimsliabilities, damagesclaims or expenses, liabilities and expenses incurred by such party in connection with any actual or threatened action as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in any a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary Prospectus prospectus, or arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a any Prospectus or a preliminary Prospectusform of prospectus or supplement thereto, in light of the circumstances then existingunder which they were made) not misleading, and except to the Issuer agrees to reimburse extent that (i) such Indemnified Parties for any legal untrue statements or other expenses reasonably incurred by them in connection with investigating or defending any such loss or action or proceeding in respect thereof, except insofar as the same arise out of or omissions are based solely upon any information regarding such untrue statement or omission made in reliance on and in conformity with any information Holder furnished in writing to the Issuer by or on behalf of such holder or its counsel Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 5(c)(v)-(vii), the use by such Holder of an outdated or defective Prospectus after the Issuer has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 9(f). The Issuer shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within notify the meaning Holders promptly of the Securities Act) to institution, threat or assertion of any proceeding of which the same extent as provided above Issuer is aware in connection with respect to the indemnification of the Indemnified Parties, if requestedtransactions contemplated by this Agreement.

Indemnification by the Issuer. The To the extent permitted by applicable law, the Issuer agrees to indemnify and hold harmlessharmless each Selling Holder, to the full extent permitted by law, each holder of Registrable Securities, their its officers, directors and employees agents, and each Person Person, if any, who controls each such holder (Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (the "INDEMNIFIED PARTIES") , from and against any and all losses, claims, damages, liabilities and expenses incurred caused by such party in connection with any actual or threatened action arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus, Prospectus or preliminary Prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a Prospectus or a preliminary Prospectus, any prospectus in light of the circumstances then existing) in which they were made, not misleading, and the Issuer agrees to reimburse such Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss or action or proceeding in respect thereof, except insofar as the same arise out of such losses, claims, damages, liabilities or expenses are based upon caused by any such untrue statement or omission made in reliance on and in conformity with any or alleged untrue statement or omission based upon information furnished in writing to the Issuer by or on behalf of any such holder or its counsel Selling Holder expressly for use therein. The Issuer shall also agrees, to the extent permitted by applicable law, to indemnify underwritersany Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to underwriters on substantially the same extent basis as provided above with respect to that of the indemnification of the Indemnified Parties, if requestedSelling Holders provided in this Section 4.06.

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, each holder of Registrable Securities, their officers, directors and employees and each Person who controls such holder (within the meaning of the Securities Act) (the "INDEMNIFIED PARTIES") against all losses, claims, damages, liabilities and expenses incurred by such party in connection with any actual or threatened action arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, and the Issuer agrees to reimburse such Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with Bechtel Warrant Agreement investigating or defending any such loss or action or proceeding in respect thereof, except insofar as the same arise out of or are based upon any such untrue statement or omission made in reliance on and in conformity with any information furnished in writing to the Issuer by such holder or its counsel expressly for use therein. The Issuer shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties, if requested.

Indemnification by the Issuer. The To the extent permitted by applicable law, the Issuer agrees to indemnify and hold harmlessharmless each Selling Holder, to the full extent permitted by law, each holder of Registrable Securities, their its officers, directors and employees agents, and each Person Person, if any, who controls each such holder (Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (the "INDEMNIFIED PARTIES") , from and against any and all losses, claims, damages, liabilities and expenses incurred caused by such party in connection with any actual or threatened action arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus, Prospectus or preliminary Prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, and the Issuer agrees to reimburse such Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss or action or proceeding in respect thereof, except insofar as the same arise out of such losses, claims, damages, liabilities or expenses are based upon caused by any such untrue statement or omission made in reliance on and in conformity with any or alleged untrue statement or omission based upon information furnished in writing to the Issuer by or on behalf of any such holder or its counsel Selling Holder expressly for use therein. The Issuer shall also agrees, to the extent permitted by applicable law, to indemnify underwritersany Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to underwriters on substantially the same extent basis as provided above with respect to that of the indemnification of the Indemnified Parties, if requestedSelling Holders provided in this Section 3.7.