Common use of Indemnification by the Registrant Clause in Contracts

Indemnification by the Registrant. In the event of any registration of any Registrable Securities of the Registrant under the Securities Act pursuant to Article II, the Registrant hereby indemnifies and agrees to hold harmless, to the fullest extent permitted by Law, each Holder who sells Registrable Securities covered by such registration statement, each Affiliate of such Holder and their respective members, directors, officers, shareholders, employees, advisors, agents and general and limited partners (and the directors, officers, employees, Affiliates and controlling Persons of any of the foregoing), each other Person who participates as an underwriter in the offering or sale of such Registrable Securities and each other Person, if any, who controls such Holder or any such underwriter within the meaning of the Securities Act (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), against any and all losses, penalties, judgments, suits, costs, claims, damages or liabilities, joint or several, and reasonable and documented expenses to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon: (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or related document or report; (b) 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, in the case of a prospectus, in the light of the circumstances when they were made; or (c) any violation or alleged violation by the Registrant or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Registrant or any of its Subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or related document or report, and the Registrant will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, penalties, judgments, suits, costs, claim, liability, action or proceeding; provided that the Registrant will not be liable to any Indemnified Party in any such case to the extent that any such loss, penalties, judgments, suits, costs, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, in any such preliminary, final or summary prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information with respect to such Indemnified Party furnished to the Registrant by such Indemnified Party expressly for use in the preparation thereof. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Indemnified Party and will survive the Transfer of such Registrable Securities by such Holder or any termination of this Agreement.

Indemnification by the Registrant. In the event of any registration of any Registrable Securities securities of the Registrant under the Securities Act pursuant to Article IISections 2 or 3, the Registrant will, and it hereby indemnifies does, indemnify and agrees to hold harmless, to the fullest extent permitted by Lawlaw, each the Holder who sells of any Registrable Securities covered by such registration statement, each Affiliate affiliate of such Holder and their respective members, directors, officers, shareholders, employees, advisors, agents directors and officers or general and limited partners (and the directorsincluding any director, officersofficer, employeesaffiliate, Affiliates employee, agent and controlling Persons Person of any of the foregoing), each other Person who participates as an underwriter in the offering or sale of such Registrable Securities securities and each other Person, if any, who controls such Holder Holder, such affiliate or any such underwriter within the meaning of the Securities Act (each, an “Indemnified Party” and collectively, the “"Indemnified Parties”"), against any and all losses, penalties, judgments, suits, costs, claims, damages or liabilities, joint or several, and expenses (including reasonable attorney's fees and documented reasonable expenses of investigation) to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon: upon (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or related document or report; (b) 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, (in the case of a prospectus, in the light of the circumstances when under which they were made; or (c) any violation or alleged violation by the Registrant or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Registrant or any of its Subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or related document or reportnot misleading, and the Registrant will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by it in connection with investigating or defending any such loss, penalties, judgments, suits, costs, claim, liability, action or proceeding; provided that the Registrant will shall not be liable to any Indemnified Party in any such case to the extent that any such loss, penalties, judgments, suits, costs, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus, or any amendment or supplement thereto prospectus in reliance upon and in conformity with written information with respect to such Indemnified Party furnished to the Registrant in writing by such Indemnified Party expressly Holder or any representative of such Holder specifically for use in the preparation thereof. Such indemnity will shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Indemnified Party and will shall survive the Transfer transfer of such Registrable Securities securities by such Holder or any termination of this AgreementHolder.

Indemnification by the Registrant. In the event of any registration of any Registrable Securities of the Registrant under the Securities Act pursuant to Article IIthis Agreement, the Registrant hereby indemnifies and agrees to hold harmless, shall to the fullest extent permitted by Lawlaw, each Holder who sells indemnify and hold harmless the seller of any Registrable Securities covered by such registration statement, each Affiliate of such Holder its directors and their respective members, directors, officers, shareholders, employees, advisors, agents and general and limited partners (and the directorsdirectors and officers thereof), officers, employees, Affiliates and controlling Persons of any of the foregoing)their respective agents, each other Person who participates as an underwriter in the offering or sale of such Registrable Securities securities, each officer and director of each such underwriter, and each such other Person, if any, who controls such Holder seller of Registrable Securities or any such underwriter within the meaning of Section 15 of the Securities Act (each, an “Indemnified Party” and collectively, or Section 20 of the “Indemnified Parties”)Exchange Act, against any and all losses, penalties, judgments, suits, costs, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, and reasonable and documented expenses to which such Indemnified Party seller of Registrable Securities or any such director or officer or other indemnified Person or underwriter or controlling Person may become subject under the Securities Act, common law Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon: (a) upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered under the Securities Act, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or related document or report; (b) 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, in the case of a prospectus, in the light of the circumstances when they were made; or (c) misleading and any violation or alleged violation by the Registrant or any of its Subsidiaries of any federalFederal, state, foreign state or common law rule or regulation applicable to the Registrant or any of its Subsidiaries and relating to any action or inaction by the Registrant in connection with any such registration, disclosure document or related document or report, and in any such case the Registrant will shall reimburse such Indemnified Party seller of Registrable Securities and each such director, officer or other indemnified Person, underwriter and controlling Person for any legal or any other expenses reasonably incurred by it them in connection with investigating or defending any such loss, penalties, judgments, suits, costs, claim, liability, action or proceeding; provided that the The Registrant will shall not be liable to any Indemnified Party in any such case to the extent that any such loss, penalties, judgments, suits, costs, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, in any such preliminarypreliminary prospectus, final or prospectus, summary prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information with respect to such Indemnified Party furnished to the Registrant by such Indemnified Party expressly for use in the preparation thereofthereof by such seller of Registrable Securities or underwriter, as the case may be; and, provided further, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any underwriter from whom the Person asserting any such losses, claims, damages or liabilities purchased Registrable Securities, or any Person controlling such underwriter, if a copy of the final prospectus (as then amended or supplemented if the Registrant shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such underwriter to such Person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Registrable Securities to such Person, and if the final prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities. Such indemnity will shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder seller of Registrable Securities or any Indemnified Party such director, officer, agent, partner, underwriter or controlling Person and will shall survive the Transfer transfer of such Registrable Securities securities by such Holder or any termination seller of this AgreementRegistrable Securities.