Common use of Indemnification by the Sellers and Underwriters Clause in Contracts

Indemnification by the Sellers and Underwriters. Each Seller agrees, severally and not jointly, as a consequence of the inclusion of any of its Registrable Securities in a registration statement pursuant to this Section 12, and each underwriter, if any, which facilitates the disposition of Registrable Securities shall agree, severally and not jointly, as a consequence of facilitating such disposition of Registrable Securities to (i) indemnify and hold harmless the Buyer, its directors, its officers who sign any registration statement and each person, if any, who controls the Buyer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Buyer or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Buyer by such Seller or underwriter expressly for use therein, and (ii) reimburse the Buyer for any legal or other expenses incurred by the Buyer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no Seller or underwriter shall be liable under this Section 12.5(b) for any amount in excess of the net proceeds paid to such Seller or underwriter in respect of Registrable Securities sold by it.

Indemnification by the Sellers and Underwriters. Each Seller agreesThe Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 2 or 3 herein, that the Company have received an undertaking reasonably satisfactory to it from the prospective sellers of such Registrable Securities or any underwriter to indemnify and hold harmless, severally and not jointly, the Company or any underwriter, as a consequence of the inclusion of case may be, and any of its Registrable Securities in a registration statement pursuant to this Section 12their respective affiliates, directors, officers and controlling Persons (the "Company Indemnified Parties", and each underwritertogether with the Holder Indemnified Parties, if any, which facilitates the disposition of Registrable Securities shall agree, severally and not jointly, as a consequence of facilitating such disposition of Registrable Securities to (i) indemnify and hold harmless the Buyer, its directors, its officers who sign any registration statement and each person, if any, who controls the Buyer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act"Indemnified Parties"), against any and all losses, claims, damages or liabilities liabilities, joint or several, and expenses to which the Buyer or such other persons Company Indemnified Party may become subject, subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Company Indemnified Party is a party thereto) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary, final or an summary prospectus contained therein, or any amendment or supplement thereto, 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, therein not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, misleading in the light of the circumstances under which they were madethen existing, not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Buyer Company by such Seller seller or such 9 10 underwriter expressly for use thereinin the preparation of such registration statement, preliminary, final or summary prospectus, or any amendment or supplement thereto, or a document incorporated by reference into any of the foregoing and (ii) the sellers and such underwriters will reimburse the Buyer such Company Indemnified Party for any legal or other expenses reasonably incurred by the Buyer it in connection with investigating or defending any such loss, claim, liability, action or claim proceeding as such expenses are incurred; provided, however, that no Seller . Such indemnity shall remain in full force and effect regardless of any investigation made by or underwriter shall be liable under this Section 12.5(b) for any amount in excess on behalf of the net proceeds paid to Company or such Seller underwriter, or underwriter in respect any Company Indemnified Party and shall survive the transfer of Registrable Securities sold such securities by it.any Holder. (c)

Indemnification by the Sellers and Underwriters. Each Seller agreesThe Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 2 or 3 herein, that the Company have received an undertaking reasonably satisfactory to it from the prospective sellers of such Registrable Securities or any underwriter to indemnify and hold harmless, severally and not jointly, the Company or any underwriter, as a consequence of the inclusion of case may be, and any of its Registrable Securities in a registration statement pursuant to this Section 12their respective affiliates, directors, officers and controlling Persons (the "Company Indemnified Parties", and each underwritertogether with the Holder Indemnified Parties, if any, which facilitates the disposition of Registrable Securities shall agree, severally and not jointly, as a consequence of facilitating such disposition of Registrable Securities to (i) indemnify and hold harmless the Buyer, its directors, its officers who sign any registration statement and each person, if any, who controls the Buyer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act"Indemnified Parties"), against any and all losses, claims, damages or liabilities liabilities, joint or several, and expenses to which the Buyer or such other persons Company Indemnified Party may become subject, subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Company Indemnified Party is a party thereto) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary, final or an summary prospectus contained therein, or any amendment or supplement thereto, 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, therein not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, misleading in the light of the circumstances under which they were madethen existing, not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Buyer Company by such Seller seller or such underwriter expressly for use thereinin the preparation of such registration statement, preliminary, final or summary prospectus, or any amendment or supplement thereto, or a document incorporated by reference into any of the foregoing and (ii) the sellers and such underwriters will reimburse the Buyer such Company Indemnified Party for any legal or other expenses reasonably incurred by the Buyer it in connection with investigating or defending any such loss, claim, liability, action or claim proceeding as such expenses are incurred; provided, however, that no Seller . Such indemnity shall remain in full force and effect regardless of any investigation made by or underwriter shall be liable under this Section 12.5(b) for any amount in excess on behalf of the net proceeds paid to Company or such Seller underwriter, or underwriter in respect any Company Indemnified Party and shall survive the transfer of Registrable Securities sold such securities by itany Holder.