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

Indemnification by the Shareholders and Underwriters. The Company will require, as a condition to including any Registrable Securities in any registration statement filed in accordance with the provisions hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the holders of such Registrable Securities or any underwriter, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subsection (i) above) the Company and its directors, officers, controlling persons and all other prospective sellers and their respective directors, officers, general and limited partners, managing directors, and their respective controlling Persons with respect 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 or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives by or on behalf of such Shareholder, in its capacity as a Shareholder in the Company, or such underwriter, as applicable, expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the holders of Registrable Securities, underwriters or any of their respective directors, officers, members, general or limited partners, managing directors or controlling Persons and shall survive the transfer of such securities by such Shareholder; provided, however, that no such Shareholder shall be liable in the aggregate for any amounts exceeding the amount of the proceeds to be received by such holder from the sale of its Registrable Securities pursuant to such registration (after deducting any fees, discounts and commissions applicable thereto), as reduced by any damages or other amounts that such holder was otherwise required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Indemnification by the Shareholders and Underwriters. The Company will require, as a condition to including any Registrable Securities in any registration statement filed in accordance with the provisions hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the holders of such Registrable Securities or any underwriter, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subsection (i) above) the Company and its directors, officers, controlling persons and all other prospective sellers and their respective directors, officers, general and limited partners, managing directors, and their respective controlling Persons with respect 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 or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives by or on behalf of such Shareholder, in its capacity as a Shareholder in the Company, or such underwriter, as applicable, expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the holders of Registrable Securities, underwriters or any of their respective directors, officers, members, general or limited partners, managing directors or controlling Persons and shall survive the transfer of such securities by such Shareholder; , provided, however, that no such Shareholder shall be liable in the aggregate for any amounts exceeding the amount of the proceeds to be received by such holder from the sale of its Registrable Securities pursuant to such registration (after deducting any fees, discounts and commissions applicable thereto), as reduced by any damages or other amounts that such holder was otherwise required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Indemnification by the Shareholders and Underwriters. The Company Holdings will require, as a condition to including any Registrable Securities in any registration statement filed in accordance with the provisions hereof, that the Company Holdings shall have received an undertaking reasonably satisfactory to it from the holders of such Registrable Securities or any underwriter, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subsection Subsection (i) above) the Company Holdings and its directors, officers, controlling persons and all other prospective sellers and their respective directors, officers, general and limited partners, managing directors, and their respective controlling Persons with respect 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 or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Holdings or its representatives by or on behalf of such Shareholder, in its capacity as a Shareholder in the Company, or such underwriter, as applicable, underwriter expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoingforegoing or expressly for use in any issuer free writing prospectus (as defined in Rule 433(h)(1) of the Securities Act) relating to such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Holdings or any of the holders of Registrable Securities, underwriters or any of their respective directors, officers, members, general or limited partners, managing directors or controlling Persons and shall survive the transfer of such securities by such Shareholder; provided, however, that no such Shareholder shall be liable in the aggregate for any amounts exceeding the amount of the proceeds to be received by such holder from the sale of its Registrable Securities pursuant to such registration (after deducting any fees, discounts and commissions applicable thereto)registration, as reduced by any damages or other amounts that such holder was otherwise required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Indemnification by the Shareholders and Underwriters. The Company Montpelier will require, as a condition to including any Registrable Securities in any registration statement filed in accordance with the provisions hereof, that the Company Montpelier shall have received an undertaking reasonably satisfactory to it from the holders of such Registrable Securities or any underwriter, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subsection Subsection (i) above) the Company Montpelier and its directors, officers, controlling persons and all other prospective sellers and their respective directors, officers, general and limited partners, managing directors, and their respective controlling Persons with respect 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 or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Montpelier or its representatives by or on behalf of such Shareholder, in its capacity as a Shareholder in the CompanyMontpelier, or such underwriter, as applicable, expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided, however, that in no event shall any of the CSFB Entities be required to indemnify anyone because of information furnished to Montpelier or its representatives by any underwriter who is also an Affiliate or controlling Person of any CSFB Entity, but is not a CSFB Entity itself. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Montpelier or any of the holders of Registrable Securities, underwriters or any of their respective directors, officers, members, general or limited partners, managing directors or controlling Persons and shall survive the transfer of such securities by such Shareholder; provided, however, that no such Shareholder shall be liable in the aggregate for any amounts exceeding the amount of the proceeds to be received by such holder from the sale of its Registrable Securities pursuant to such registration (after deducting any fees, discounts and commissions applicable thereto), as reduced by any damages or other amounts that such holder was otherwise required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Indemnification by the Shareholders and Underwriters. The Company will requireEach Shareholder ---------------------------------------------------- agrees, as a condition to including consequence of the inclusion of any of its Registrable Securities in any registration statement filed in accordance with a Registration Statement, and each underwriter, if any, which facilitates the provisions hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the holders disposition of such Registrable Securities or any underwritershall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors (including any person who, with his or her consent, is named in the same manner Registration Statement as a director nominee of the Company), its officers who sign any Registration Statement and to the same extent as set forth in subsection (i) above) each person, if any, who controls the Company and its directorswithin the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, officersagainst any losses, controlling claims, damages or liabilities to which the Company or such other persons and all other prospective sellers and their respective directorsmay become subject, officersunder the Securities Act or otherwise, general and limited partnersinsofar as such losses, managing directorsclaims, and their respective controlling Persons with damages or liabilities (or actions in respect to any thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the omission or alleged omission from such registration statement, any preliminary, final to state therein a material fact required to be stated therein or summary prospectus contained necessary to make the statements therein, or any amendment or supplementin light of the circumstances under which they were made, if in the case of the Prospectus), 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 Company by such holder or its representatives by or on behalf of such Shareholder, in its capacity as a Shareholder in the Company, or such underwriter, as applicable, underwriter expressly for use in the preparation of such registration statementtherein, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of (ii) reimburse the Company or any of the holders of Registrable Securities, underwriters or any of their respective directors, officers, members, general or limited partners, managing directors or controlling Persons and shall survive the transfer of such securities by such Shareholder; provided, however, that no such Shareholder shall be liable in the aggregate for any amounts exceeding the amount of the proceeds to be received by such holder from the sale of its Registrable Securities pursuant to such registration (after deducting any fees, discounts and commissions applicable thereto), as reduced by any damages legal or other amounts that expenses incurred by the Company in connection with investigating or defending any such holder was otherwise required to pay by reason of action or claim as such untrue or alleged untrue statement or omission or alleged omissionexpenses are incurred.