Common use of Indemnification by the Purchasers Clause in Contracts

Indemnification by the Purchasers. Each Purchaser, severally and not jointly, agrees to indemnify and hold harmless the Company, its Affiliates, and each of their respective officers, directors, managers, partners, members, agents, representatives, successors, assigns and employees and each other Person, if any, who controls (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, collectively, as the "Company Indemnified Persons"), against any Losses to which any Company Indemnified Person may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Purchaser contained in this Agreement or (Y) an untrue statement or alleged untrue statement or omission or alleged omission relating to the identity of the applicable Purchaser made in the section of the Prospectus or the Registration Statement or any amendment or supplement thereto titled "Summary of the Rights Offering—Purchase Agreement" in reliance upon and in conformity with written information furnished to the Company by that Purchaser expressly for use therein, and such Purchaser will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Purchaser to perform any of its covenants and agreements contained in this Agreement, (ii) the inaccuracy of any representation or warranty made by the Company or any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person or any other Purchaser.

Indemnification by the Purchasers. Each PurchaserThe Company may require, severally and not jointlyas a condition to including any Registrable Securities in any registration statement filed pursuant to Section 4 hereof, agrees that the Company shall have received an undertaking satisfactory to it from each Purchaser to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 7) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the Company, its Affiliateseach director of the Company, and each officer of their respective officers, directors, managers, partners, members, agents, representatives, successors, assigns and employees the Company and each other Person, if any, who controls (the Company within the meaning of the Securities Act) , with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or its Affiliates supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (all or action or proceeding in respect thereof) or expense arises out of such Persons being hereinafter referred to, collectivelyPerson's failure to send or give a copy of the final prospectus, as the "Company Indemnified Persons")same may be then supplemented or amended, against any Losses to which any Company Indemnified the Person may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Purchaser contained in this Agreement or (Y) asserting an untrue statement or alleged untrue statement or omission or alleged omission relating at or prior to the identity written confirmation of the applicable Purchaser sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made in the section by or on behalf of the Prospectus or the Registration Statement or any amendment or supplement thereto titled "Summary of the Rights Offering—Purchase Agreement" in reliance upon and in conformity with written information furnished to the Company by that Purchaser expressly for use thereinunderwriter, and such Purchaser will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Purchaser to perform any such director, officer or controlling Person and shall survive the transfer of its covenants and agreements contained in this Agreement, (ii) the inaccuracy of any representation or warranty made such securities by the Company or any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person or any other Purchasersuch seller.

Indemnification by the Purchasers. Each PurchaserIn the event any Registrable --------------------------------- Securities are included in a registration statement under this Agreement, severally to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and not jointly, agrees to hereby does indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the Company, its Affiliateseach director of the Company, and each officer of their respective officers, directors, managers, partners, members, agents, representatives, successors, assigns and employees the Company and each other Person, if any, who controls (the Company within the meaning of the Securities Act) , with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or its Affiliates supplement; provided that the Purchasers shall not be -------- liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (all or action or proceeding in respect thereof) or expense arises out of such Persons being hereinafter referred to, collectivelyPerson's failure to send or give a copy of the final prospectus, as the "Company Indemnified Persons")same may be then supplemented or amended, against any Losses to which any Company Indemnified the Person may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Purchaser contained in this Agreement or (Y) asserting an untrue statement or alleged untrue statement or omission or alleged omission relating at or prior to the identity written confirmation of the applicable Purchaser sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made in the section by or on behalf of the Prospectus or the Registration Statement or any amendment or supplement thereto titled "Summary of the Rights Offering—Purchase Agreement" in reliance upon and in conformity with written information furnished to the Company by that Purchaser expressly for use thereinunderwriter, and such Purchaser will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Purchaser to perform any such director, officer or controlling Person and shall survive the transfer of its covenants and agreements contained in this Agreement, (ii) the inaccuracy of any representation or warranty made such securities by the Company or any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person or any other Purchasersuch seller.

Indemnification by the Purchasers. Each PurchaserIn connection with any registration statement in which Purchasers are participating, each Purchaser will furnish to Parent in writing such information as Parent reasonably requests for use in connection with any such registration statement or prospectus and, each Purchaser will severally and not jointly, agrees to jointly indemnify and hold harmless the Companyreimburse Parent and its employees, its Affiliates, and each of their respective officers, directors, managers, partners, membersadvisors, agents, underwriter, investment advisors, representatives, successors, assigns officers and employees directors and each other Person, if any, Person who controls Parent (within the meaning of the Securities Act or the Exchange Act) the Company or its Affiliates (all such Persons being hereinafter referred to, collectively, as the "Company Indemnified Persons"), against any Losses and all losses, claims, damages, liabilities, judgments and expenses, joint or several (including reasonable attorneys' fees and disbursements, subject to which Section 2.6(c)) based upon, arising out of, related to or resulting from any Company Indemnified Person may become subject, under the Securities Act untrue or otherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out alleged untrue statement of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Purchaser a material fact contained in this Agreement such registration statement, prospectus, or such preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading (Y) an but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relating to the identity or violation or alleged violation is contained in any information so furnished in writing by such Purchaser or an Affiliate of the applicable Purchaser made in the section of the Prospectus or the Registration Statement or any amendment or supplement thereto titled "Summary of the Rights Offering—Purchase Agreement" in reliance upon and in conformity with written information furnished to the Company by that such Purchaser expressly for use thereininclusion in such registration statement) or any violation or alleged violation by such Purchaser of the Securities Act, the Exchange Act or any state securities laws (including any rule or regulation promulgated thereunder), and shall reimburse the Parent, such Purchaser will promptly reimburse Parent's employees, advisors, agents, representatives, directors and officers, such Company Indemnified Persons participating person or controlling person for any legal and or other expenses as such expenses are reasonably incurred by such Company Indemnified Persons them in connection with investigating, investigating or defending or preparing to defend, settling, compromising or paying any such Lossesloss, claim, damage, liability or action; provided, however, that such Purchaser will Purchasers shall not be liable in any such case to the extent that prior to the filing of any such Losses arise out of registration statement (or are based upon amendment thereof) or prospectus or supplement thereto, the relevant Purchaser furnished in writing to Parent information expressly for use in such registration statement (i) the failure of the Company or any other Purchaser amendment thereof) or prospectus or supplement thereto which corrected or made not misleading information previously furnished to perform any of its covenants and agreements Parent; provided, further, that the indemnity agreement contained in this Agreement, (iiSection 2.6(b) the inaccuracy shall not apply to amounts paid in settlement of any representation such loss, claim, damage, liability or warranty made action if such settlement is effected without the consent of the relevant Purchaser, which consent shall not be unconditionally withheld, conditioned or delayed, as applicable; and provided, further, that in no event shall any Purchaser's liability hereunder exceed the net proceeds received by such Purchaser with respect to the Company or any other Registrable Stock sold by such Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person or any other Purchaserapplicable offering.

Indemnification by the Purchasers. Each Purchaser, severally and not jointly, agrees to indemnify and hold harmless the Company, its Affiliates, and each of their respective officers, directors, managers, partners, members, agents, representatives, successors, assigns and employees and each other Person, if any, who controls (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, collectively, as the "“Company Indemnified Persons"”), against any Losses to which any Company Indemnified Person may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Purchaser contained in this Agreement or (Y) an untrue statement or alleged untrue statement or omission or alleged omission relating to the identity of the applicable Purchaser made in the section of the Prospectus or the Registration Statement or any amendment or supplement thereto titled "“Summary of the Rights Offering—Purchase Agreement" ” in reliance upon and in conformity with written information furnished to the Company by that Purchaser expressly for use therein, and such Purchaser will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Purchaser to perform any of its covenants and agreements contained in this Agreement, (ii) the inaccuracy of any representation or warranty made by the Company or any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person or any other Purchaser.

Indemnification by the Purchasers. Each Purchaser, severally and not jointly, agrees to indemnify and hold harmless the Company, its Affiliates, and each of their respective officers, directors, managers, partners, members, agents, representatives, successors, assigns and employees and each other Person, if any, who controls (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, collectively, as the "“Company Indemnified Persons"”), against any Losses to which any Company Indemnified Person may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Purchaser contained in this Agreement or (Y) an untrue statement or alleged untrue statement or omission or alleged omission relating to the identity of the applicable Purchaser made in the section of the Prospectus or the Registration Statement or any amendment or supplement thereto titled "Summary of the Rights Offering—Purchase Agreement" “_________” in reliance upon and in conformity with written information furnished to the Company by that Purchaser expressly for use therein, and such the Purchaser will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Purchaser to perform any of its covenants and agreements contained in this Agreement, (ii) the inaccuracy of any representation or warranty made by the Company or any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person or any other Purchaser.

Indemnification by the Purchasers. Each PurchaserIn the event any Registrable Securities are included in a registration statement under this Agreement, severally to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and not jointly, agrees to hereby does indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the Company, its Affiliateseach director of the Company, and each officer of their respective officers, directors, managers, partners, members, agents, representatives, successors, assigns and employees the Company and each other Person, if any, who controls (the Company within the meaning of the Securities Act) , with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or its Affiliates supplement; PROVIDED that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (all or action or proceeding in respect thereof) or expense arises out of such Persons being hereinafter referred to, collectivelyPerson's failure to send or give a copy of the final prospectus, as the "Company Indemnified Persons")same may be then supplemented or amended, against any Losses to which any Company Indemnified the Person may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Purchaser contained in this Agreement or (Y) asserting an untrue statement or alleged untrue statement or omission or alleged omission relating at or prior to the identity written confirmation of the applicable Purchaser sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made in the section by or on behalf of the Prospectus or the Registration Statement or any amendment or supplement thereto titled "Summary of the Rights Offering—Purchase Agreement" in reliance upon and in conformity with written information furnished to the Company by that Purchaser expressly for use thereinunderwriter, and such Purchaser will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Purchaser to perform any such director, officer or controlling Person and shall survive the transfer of its covenants and agreements contained in this Agreement, (ii) the inaccuracy of any representation or warranty made such securities by the Company or any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person or any other Purchasersuch seller.

Indemnification by the Purchasers. Each PurchaserIn the event any Registrable Securities are included in a registration statement under this Agreement, severally to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and not jointly, agrees to hereby does indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the Company, its Affiliateseach director of the Company, and each officer of their respective officers, directors, managers, partners, members, agents, representatives, successors, assigns and employees the Company and each other Person, if any, who controls (the Company within the meaning of the Securities Act) , with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or its Affiliates supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (all or action or proceeding in respect thereof) or expense arises out of such Persons being hereinafter referred to, collectivelyPerson's failure to send or give a copy of the final prospectus, as the "Company Indemnified Persons")same may be then supplemented or amended, against any Losses to which any Company Indemnified the Person may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Purchaser contained in this Agreement or (Y) asserting an untrue statement or alleged untrue statement or omission or alleged omission relating at or prior to the identity written confirmation of the applicable Purchaser sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made in the section by or on behalf of the Prospectus or the Registration Statement or any amendment or supplement thereto titled "Summary of the Rights Offering—Purchase Agreement" in reliance upon and in conformity with written information furnished to the Company by that Purchaser expressly for use thereinunderwriter, and such Purchaser will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Purchaser to perform any such director, officer or controlling Person and shall survive the transfer of its covenants and agreements contained in this Agreement, (ii) the inaccuracy of any representation or warranty made such securities by the Company or any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person or any other Purchasersuch seller.

Indemnification by the Purchasers. Each PurchaserIn the event any Registrable Securities are included in a registration statement under this Agreement, severally to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and not jointly, agrees to hereby does indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the Company, its Affiliateseach director of the Company, and each officer of their respective officers, directors, managers, partners, members, agents, representatives, successors, assigns and employees the Company and each other Person, if any, who controls (the Company within the meaning of the Securities Act) , with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or its Affiliates supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (all or action or proceeding in respect thereof) or expense arises out of such Persons being hereinafter referred to, collectivelyPerson’s failure to send or give a copy of the final prospectus, as the "Company Indemnified Persons")same may be then supplemented or amended, against any Losses to which any Company Indemnified the Person may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Purchaser contained in this Agreement or (Y) asserting an untrue statement or alleged untrue statement or omission or alleged omission relating at or prior to the identity written confirmation of the applicable Purchaser sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made in the section by or on behalf of the Prospectus or the Registration Statement or any amendment or supplement thereto titled "Summary of the Rights Offering—Purchase Agreement" in reliance upon and in conformity with written information furnished to the Company by that Purchaser expressly for use thereinunderwriter, and such Purchaser will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Purchaser to perform any such director, officer or controlling Person and shall survive the transfer of its covenants and agreements contained in this Agreement, (ii) the inaccuracy of any representation or warranty made such securities by the Company or any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person or any other Purchasersuch seller.