Common use of Indemnification by the Selling Holders Clause in Contracts

Indemnification by the Selling Holders. In connection with any registration covering Registrable Securities, each Selling Holder will furnish to the Company in writing such information as the Company reasonably requests concerning itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Selling Holder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Selling Holder be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Selling Holder in connection with any claim relating to this Section 15(e) and the amount of any damages such holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Selling Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Selling Holders. In connection with consideration of Lazard Ltd’s including any registration covering Registrable Securities, each Selling Holder will furnish to the Company in writing such information as the Company reasonably requests concerning itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it for use in connection with any Registration Statement filed in accordance with Article II or Prospectus Article III hereof, Intesa and agrees, severally but not jointly, each other Holder selling Registrable Securities under such Registration Statement shall be deemed to have agreed to indemnify and hold harmless, jointly and severally (in the same manner and to the fullest same extent permitted by law, the Companyas set forth in Section 6.1 hereof) Lazard Ltd, its directors, officers, employees, stockholders managing directors and agents and each person who controls the Company (Person controlling Lazard Ltd within the meaning of Section 15 of the Securities ActAct (each, a “Lazard Covered Person”) against any lossesand all Damages, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue Damages (or actions or proceedings in respect thereof) arise out of or are related to any statement or alleged statement in or omission or alleged omission from such Registration Statement, any preliminary, final or summary Prospectus contained therein, or any amendment or supplement, if such statement or alleged statement or omission is contained or alleged omission was made in any reliance upon and in conformity with written information furnished in writing to Lazard Ltd or its representatives by such Selling or on behalf of Intesa or any selling Holder to the Company specifically for inclusion use in the preparation of such Registration Statement Statement, preliminary, final or summary Prospectus or amendment or supplement theretosupplement. In no event Such indemnity shall the liability of a Selling Holder be greater remain in amount than the dollar amount of the proceeds (net of all expense paid by such Selling Holder in connection with any claim relating to this Section 15(e) full force and the amount effect regardless of any damages such holder has otherwise been required investigation made by or on behalf of Lazard Ltd or any of its directors, officers or controlling Persons. Lazard Ltd may require as a condition to pay by reason of such untrue statement or omission) received by such Selling Holder upon the sale of the its including Registrable Securities included in the any Registration Statement giving rise filed hereunder that Intesa and each such selling Holder acknowledge its agreement to such indemnification obligationbe bound by the provisions of this Agreement (including Article VI) applicable to it.

Indemnification by the Selling Holders. In connection with any registration covering Registrable Securities, each Selling Each selling Holder will furnish to the Company in writing such information as the Company reasonably requests concerning itself, the Registrable Securities held by it agrees (severally and the intended method of disposition of the Registrable Securities held by it for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, ) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employeespartners, members, managers, stockholders and employees and each person Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) from and against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) Losses resulting from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information about such Holder furnished in writing by such Selling selling Holder to the Company specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or Prospectus or amendment or supplement theretoconcurrently with the sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of a Selling any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Selling Holder in connection with any claim relating to this Section 15(e) and the amount of any damages such holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Selling Holder upon under the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationobligation less any amounts paid by such Holder pursuant to Section 3.9.4 and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by the Selling Holders. In connection with any registration covering Registrable Securitieseach Registration, each Selling selling Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests concerning itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it for use in connection with any Registration Statement or Prospectus and agrees, agrees to indemnify (severally but and not jointly, to indemnify ) and hold harmless, to the fullest full extent permitted by law, the Company, its directors, officers, employees, stockholders employees and agents and each person Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) all Damages resulting from any untrue statement of a material fact fact, or any omission of a material fact fact, required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto Prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Selling selling Holder or on such selling Holder’s behalf to the Company specifically for inclusion in such Registration Statement or Prospectus and has not been corrected in a subsequent writing prior to or amendment concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or supplement theretoexpense and was relied upon by the Company in the preparation of such Registration Statement or Prospectus. In no event shall the liability of a Selling any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Selling Holder in connection with any claim relating to this Section 15(e) and the amount of any damages such holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Selling Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.