Common use of Indemnification by the Stockholder Clause in Contracts

Indemnification by the Stockholder. The Stockholder agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable Law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Stockholder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to the Stockholder furnished to the Company by or on behalf the Stockholder specifically for inclusion therein; provided, however, that the total amount to be indemnified by the Stockholder pursuant to this Section 1(d)(ii) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by the Stockholder in the offering to which such Registration Statement or Prospectus relates; provided, further, that the Stockholder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, it has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which the Stockholder may otherwise have.

Indemnification by the Stockholder. The Stockholder -------------------------------------- agrees and recognizes that the Exchange being conducted with Taurus is based, to a material degree, upon the representations and warranties of the Stockholder as set forth and contained herein and the Stockholder hereby agrees to indemnify and hold harmless the Company and each of its AffiliatesTaurus against all damages, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable Law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereofcosts, or in the Disclosure Package expenses (including reasonable attorney's fees) arising as a result of any breach of representation or any Stockholder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement warranty or omission or alleged omission made herein by the Stockholder. If any action is contained brought against Taurus in any written information relating to the Stockholder furnished to the Company by or on behalf the Stockholder specifically for inclusion therein; provided, however, that the total amount to respect of which indemnity may be indemnified by sought against the Stockholder pursuant to this Section 1(d)(ii) the foregoing paragraph, Taurus shall promptly notify the Stockholder in writing of the institution of such action (but the omission to so notify the Stockholder shall not relieve it from any liability that it may have to Taurus except to the extent the Stockholder is materially prejudiced or otherwise forfeit substantive rights or defenses by reason of such failure), and the Stockholder shall assume the defense of such action, including the employment of counsel to be chosen by the Stockholder to be reasonably satisfactory to Taurus, and payment of expenses. Taurus shall have the right to employ the Stockholder or their own counsel in any such case, but the fees and expenses of such counsel shall be limited to at Taurus expense, unless the net proceeds (after deducting underwriters’ discounts and commissions) received employment of such counsel shall have been authorized in writing by the Stockholder in connection with the offering defense of such action, or the Stockholder shall not have employed counsel to take charge of the defense of such action, or counsel employed by the Stockholder shall not be diligently defending such action, or Taurus shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Stockholder, or that representation of Taurus by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case the Stockholder shall not have the right to direct the defense of such Registration Statement or Prospectus relates; providedaction on behalf of Taurus), furtherin any of which event such fees and expenses shall be borne by the Stockholder. Anything in this paragraph to the contrary notwithstanding, that the Stockholder shall not be liable in for any case to the extent that prior to the filing of any such Registration Statement or Disclosure Packagesettlement of, or any amendment thereof expenses incurred with respect to, any such claim or supplement theretoaction effected without the Stockholder's written consent, it which consent shall not be unreasonably withheld. The Stockholder shall not, without the prior written consent of Taurus effect any settlement of any proceeding in respect of which Taurus is a party and indemnity has furnished in writing to been sought hereunder unless such settlement includes an unconditional release of Taurus from all liability on claims that are the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness subject matter of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which the Stockholder may otherwise haveproceeding.

Indemnification by the Stockholder. The Stockholder Stockholder, to the extent it is selling Registrable Securities ("SELLING HOLDER"), agrees to indemnify and hold harmless the Company CRLI, its directors and officers and each of its Affiliatesperson, directorsif any, employees, members, managers and agents and each Person who controls the Company CRLI within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act to the fullest same extent permitted as the foregoing indemnity from CRLI to the Stockholder, but only with respect to, and to the extent that, information furnished in writing by applicable Law, from and against the Stockholder or on the Stockholder's behalf expressly for use in any and all Losses registration statement or final prospectus relating to which they the Registrable Securities (or any of them may become subject insofar as such Losses arise out of amendment or are based upon supplement thereto, or any preliminary prospectus) which contained an untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, omitted or in the Disclosure Package or any Stockholder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission allegedly omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, . Notwithstanding anything to the extentcontrary contained herein, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to liability of the Stockholder furnished to the Company by or on behalf the Stockholder specifically for inclusion therein; provided, however, that the total amount to be indemnified by the Stockholder pursuant to this Section 1(d)(ii) hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of the shares of Registrable Securities sold by the Stockholder in the offering to which such Registration Statement or Prospectus relates; provided, further, that the Stockholder shall not be liable in any case bears to the extent that prior to the filing total public offering price of all securities sold in such offering. In case any such Registration Statement action or Disclosure Packageproceeding shall be brought against CRLI or its directors or officers, or any amendment thereof or supplement theretosuch controlling Person, it has furnished in writing respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, information expressly for use inCRLI, and within a reasonable period CRLI or its directors or officers or such controlling Person shall have the rights and duties given to such Selling Holder, by the preceding subsection. The Stockholder also agrees to indemnify and hold harmless the underwriters on substantially the same basis of time prior to that of the effectiveness indemnification of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously CRLI provided to in the Company. This indemnity agreement will be in addition to any liability which the Stockholder may otherwise havepreceding subsection.

Indemnification by the Stockholder. The Stockholder Stockholder, to the extent it is selling Registrable Securities ("Selling Holder"), agrees to indemnify and hold harmless the Company CRLI, its directors and officers and each of its Affiliatesperson, directorsif any, employees, members, managers and agents and each Person who controls the Company CRLI within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act to the fullest same extent permitted as the foregoing indemnity from CRLI to the Stockholder, but only with respect to, and to the extent that, information furnished in writing by applicable Law, from and against the Stockholder or on the Stockholder's behalf expressly for use in any and all Losses registration statement or final prospectus relating to which they the Registrable Securities (or any of them may become subject insofar as such Losses arise out of amendment or are based upon supplement thereto, or any preliminary prospectus) which contained an untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, omitted or in the Disclosure Package or any Stockholder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission allegedly omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, . Notwithstanding anything to the extentcontrary contained herein, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to liability of the Stockholder furnished to the Company by or on behalf the Stockholder specifically for inclusion therein; provided, however, that the total amount to be indemnified by the Stockholder pursuant to this Section 1(d)(ii) hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of the shares of Registrable Securities sold by the Stockholder in the offering to which such Registration Statement or Prospectus relates; provided, further, that the Stockholder shall not be liable in any case bears to the extent that prior to the filing total public offering price of all securities sold in such offering. In case any such Registration Statement action or Disclosure Packageproceeding shall be brought against CRLI or its directors or officers, or any amendment thereof or supplement theretosuch controlling Person, it has furnished in writing respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, information expressly for use inCRLI, and within a reasonable period CRLI or its directors or officers or such controlling Person shall have the rights and duties given to such Selling Holder, by the preceding subsection. The Stockholder also agrees to indemnify and hold harmless the underwriters on substantially the same basis of time prior to that of the effectiveness indemnification of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously CRLI provided to in the Company. This indemnity agreement will be in addition to any liability which the Stockholder may otherwise havepreceding subsection.