Common use of Indemnification by the Stockholder Clause in Contracts

Indemnification by the Stockholder. Each Stockholder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Stockholder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholder.

Indemnification by the Stockholder. Each The Stockholder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholderand hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director and officer of its directors and officers and each underwriter (if any)the Company, and each other personPerson, if any, who controls such Stockholder or such underwriter the Company, within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in with respect thereof) arise out of or are based upon to any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein from such Registration Statement, any Prospectus contained therein, or necessary to make the statement therein not misleadingany amendment or supplement thereto, if the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by such the Stockholder expressly for use thereinin the preparation of such Registration Statement, Prospectus, or amendment or supplement thereto; provided, however, that the Stockholder shall not be liable to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Stockholder has advised the Company that the filing of a post-effective amendment or supplement thereto is required with respect to any information contained in such Prospectus concerning the Stockholder, except such Prospectus as so amended or supplemented. Such indemnity shall reimburse remain in full force and effect regardless of any investigation made by or on behalf of the Company, its directors and officersor any such director, and each such officer or controlling person for any legal or other expenses reasonably incurred and shall survive the transfer of such securities by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholder.

Indemnification by the Stockholder. Each In connection with any Registration Statement in which the Stockholder willis participating, the Stockholder will furnish to the Company in writing such information as shall be reasonably requested by the event that Company for use in any registration is being effected under such Registration Statement or prospectus and shall, to the Securities Act pursuant to this Agreement of any Registrable Securities held extent permitted by such Stockholderlaw, indemnify and hold harmless the Company, each of its directors and directors, officers and each underwriter (if any), employees and each other personPerson, if any, who controls such Stockholder or such underwriter the Company (within the meaning of the Securities Act or the Exchange Act, ) (the Company and any such other Person being hereinafter a "Company Indemnitee") against any all losses, claims, judgments, damages or liabilitiesliabilities to which any such Company Indemnitee may become subject, whether joint under the Securities Act or severalthe Exchange Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities ActStatement, prospectus or any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to any of the Registration Statementforegoing, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances under which they were made, not misleading, if 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 in writing to the Company by such or on behalf of the Stockholder expressly for use thereinin the preparation of such documents; and, and subject to Section 7.03, the Stockholder shall reimburse the Company, its directors and officers, and each such controlling person Company Indemnitee for any legal or other expenses reasonably incurred by any of them the Company Indemnitee in connection with investigation investigating, preparing for or defending against any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder ; provided, however, that the maximum amount of liability of the Stockholder under this Section 7.02 shall be limited to an amount equal to the amount of any net proceeds actually received by the Stockholders (after deducting any underwriting discount and expenses) from the sale of securities effected pursuant to such Stockholderregistration.

Indemnification by the Stockholder. Each Stockholder willWhenever pursuant to Section 2 hereof, in a Registration Statement relating to the event that any registration Registrable Securities is being effected filed under the Securities Act pursuant to this Agreement of any Registrable Securities held by such StockholderAct, the Stockholder will, indemnify and hold harmless the Company, each of its directors and directors, officers and each underwriter (if any)employees, and the Company’s legal counsel and independent accountant, and each other personPerson, if any, who controls such Stockholder or such underwriter the Company within the meaning of Section 15 of the Securities ActAct and Section 20 of the Exchange Act (collectively, the “Company Indemnitees” and, individually, a “Company Indemnitee”) against any all losses, claims, judgments, damages or liabilities, whether joint or several, to which any of the Company Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or Prospectus contained therein, or any amendment or supplement to the Registration Statementthereto, or arise out of or are based upon any the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances under which they were made, not misleading, if but only if, and to the extent that, such statement or omission is based on written information provided by the Stockholder or a representation of the Stockholder, that the Stockholder has requested be included in such Registration Statement or Prospectus, or to the extent that such information relates to the Stockholder or the Stockholder’s proposed method of distribution of Registrable Securities and was made in reliance upon reviewed and in conformity with information furnished approved in writing to by the Company by such Stockholder expressly for use thereinin the Registration Statement, the Prospectus or the form of Prospectus or in any amendment or supplement thereto, and shall will reimburse the Company, its directors and officers, and each such controlling person Company Indemnitee for any all legal or other expenses reasonably incurred by any of them it in connection with investigation investigating or defending any against such loss, claim, damage, liability or action. Each Stockholder’s ; provided, however, that the maximum amount of liability in respect of such indemnification obligations hereunder (including, but not limited to, attorneys’ fees and expenses) shall be limited to an amount equal to the amount of any net proceeds actually received by the Stockholder from the sale of Registrable Securities under such Stockholderregistration statement.

Indemnification by the Stockholder. Each Stockholder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Stockholder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s 's indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholder.

Indemnification by the Stockholder. Each In connection with the Shelf Registration Statement, the Stockholder willwill furnish to the Company in writing such information as shall be reasonably requested by the Company for use in any the Shelf Registration Statement or prospectus and shall, in to the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held extent permitted by such Stockholderlaw, indemnify and hold harmless the Company, each of its directors and directors, officers and each underwriter (if any), agents and each other personPerson, if any, who controls such Stockholder or such underwriter the Company (within the meaning of the Securities Act or the Exchange Act, ) (the Company and any such other Person being hereinafter a "Company Indemnitee") against any all losses, claims, judgments, damages or liabilitiesliabilities to which any such Company Indemnitee may become subject, whether joint under the Securities Act or severalthe Exchange Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Shelf Registration Statement, prospectus or any preliminary prospectus or any amendment or supplement to any of the Registration Statementforegoing, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances under which they were made, not misleading, if 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 in writing to the Company by such or on behalf of the Stockholder expressly for use thereinin the preparation of such documents; and, and subject to Section 6.03, the Stockholder shall reimburse the Company, its directors and officers, and each such controlling person Company Indemnitee for any legal or other and all expenses whatsoever (including reasonable fees and disbursements of counsel chosen by the Company), reasonably incurred by any of them the Company Indemnitee in connection with investigation investigating, preparing for or defending against any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder ; provided, however, that the maximum amount of liability of the Stockholder under this Section shall be limited to an amount equal to the amount of any net proceeds actually received by the Stockholder from the sale of securities effected pursuant to such Stockholderregistration.

Indemnification by the Stockholder. Each The Stockholder willhereby agrees that notwithstanding any investigation which may have been made by or on behalf of Purchaser prior to the Closing, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such StockholderStockholder shall, indemnify on a joint or several basis, indemnify, defend and hold harmless the Company, each of its directors Purchaser (and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder or such underwriter within the meaning any affiliated party thereof) at any time after consummation of the Securities ActClosing, from and against any lossesall demands, claims, judgmentsactions, damages or causes of action, assessments, losses, damages, liabilities, whether joint awards, suits, forfeitures, costs and expenses including, subject to Section 5.3 below, interest, penalties, court costs, and reasonable attorneys', consultants' and other professional fees and expenses and disbursements of every kind and nature asserted against, resulting to, imposed upon or severalincurred by Purchaser directly or indirectly, insofar as such losses, claims, judgments, damages caused by reason of or liabilities (resulting from or actions in respect thereof) arise arising out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained misrepresentation in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities ActMaterial Agreement, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein in any Material Agreement or necessary to make the statement therein statements contained in such Material Agreement not misleading, if or any breach or nonfulfillment of any representation, covenant, warranty or agreement of Tickets and/or the Stockholder contained in any Material Agreement. As used in this subparagraph, "Material Agreement" shall mean this Agreement, any exhibit, schedule, certificate or financial statement delivered under this Agreement, or omission was any agreement made or executed in reliance upon and connection with the transactions contemplated by this Agreement, or under the Exchange Act or any state or federal law, statutory or common law, or otherwise. The Stockholder will in conformity with information furnished in writing to the Company by such Stockholder expressly for use therein, and shall addition reimburse the Company, its directors and officers, and each such controlling person Purchaser for any legal or any other expenses reasonably incurred by any of them Purchaser in connection with investigation investigating or defending any such loss, claim, damageliability, liability action or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholderproceeding.

Indemnification by the Stockholder. Each Stockholder will, in In the event that of any registration is being effected of Registrable Securities under the Securities Act pursuant to this Agreement of any Registrable Securities held by such StockholderAgreement, the Stockholder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7(a)) the Company, each of its directors officers, directors, employees, advisors, representatives and officers and each underwriter (if any)agents, and each other personPerson, if any, who controls such Stockholder or such underwriter the Company within the meaning of the Securities Act or the Exchange Act, against any losses, claims, judgments, damages Losses to which the Company or liabilities, whether joint any such indemnitees may become subject under the Securities Act or severalotherwise, insofar as such losses, claims, judgments, damages or liabilities Losses (or related actions in respect thereofor proceedings) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement the registration statement under which the sale of such Registrable Securities was were registered and sold under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement to the Registration Statementthereto, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances under which they were made, not misleading, if in each case to the extent such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about the Stockholder furnished in writing to the Company by such the Stockholder expressly specifically for use thereinin such registration statement, and preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the Stockholder shall reimburse the Company, its directors and officers, and each such controlling person not be liable for any legal or other expenses reasonably incurred by any amounts in excess of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually (after deducting the underwriter's discount but before deducting expenses) received by the Stockholder from sales of Registrable Securities pursuant to such Stockholderregistration statement.

Indemnification by the Stockholder. Each In connection with the Shelf Registration Statement, the Stockholder will, will furnish to the Company in writing such information as shall be reasonably requested by the Company for use in the event that any registration is being effected under Shelf Registration Statement or prospectus and shall, to the Securities Act pursuant to this Agreement of any Registrable Securities held extent permitted by such Stockholderlaw, indemnify and hold harmless the Company, each of its directors and directors, officers and each underwriter (if any), agents and each other personPerson, if any, who controls such Stockholder or such underwriter the Company (within the meaning of the Securities Act or the Exchange Act, ) (the Company and any such other Person being hereinafter a “Company Indemnitee”) against any all losses, claims, judgments, damages or liabilitiesliabilities to which any such Company Indemnitee may become subject, whether joint under the Securities Act or severalthe Exchange Act or otherwise., insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Shelf Registration Statement, prospectus or any preliminary prospectus or any amendment or supplement to any of the Registration Statementforegoing, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances under which they were made, not misleading, if 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 in writing to the Company by such or on behalf of the Stockholder expressly for use thereinin the preparation of such documents; and, and subject to Section 6.3, the Stockholder shall reimburse the Company, its directors and officers, and each such controlling person Company Indemnitee for any legal or other and all expenses whatsoever (including reasonable fees and disbursements of counsel chosen by the Company), reasonably incurred by any of them the Company Indemnitee in connection with investigation investigating, preparing for or defending against any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder ; provided, however, that the maximum amount of liability of the Stockholder under this Section shall be limited to an amount equal to the amount of any net proceeds actually received by the Stockholder from the sale of securities effected pursuant to such Stockholderregistration.