Common use of Indemnification by the Stockholder Clause in Contracts

Indemnification by the Stockholder. In connection with any offering (including any Disposition) in which the Stockholder is participating pursuant to Article IV or Article V, the Stockholder agrees to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) from and against any and all Liabilities arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading to the extent such Liabilities arise out of or are based upon written information furnished by the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation of, the Disclosure Package, the Registration Statement, the Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Stockholder in the transaction giving rise to such Liability.

Indemnification by the Stockholder. In connection with any offering (including any Disposition) in which the a Stockholder is participating pursuant to Article IV or Article V, such Stockholder shall promptly furnish to the Issuer in writing such information with respect to such Stockholder agrees and the distribution of the Registrable Securities as the Issuer may reasonably request or as may be required by law for use in connection with any related Registration Statement or Prospectus and all information required to be disclosed in order to make the information previously furnished to the Issuer by such Stockholder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Stockholder necessary in order to make the statements therein not misleading. Each Stockholder selling Registrable Securities pursuant to a Registration Statement and associated Prospectus agrees, severally but not jointly, to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) from and against any and all Liabilities arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading to the same extent as the indemnity from the Issuer to such Liabilities arise out of or are based upon written Stockholder under Section 7.1 hereof but only with respect to information furnished provided by the such Stockholder or on the such Stockholder’s 's behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), expressly for use in the preparation of, the Disclosure Package, the such Registration Statement, the Statement or Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2Securities; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Stockholder Indemnifying Party in the transaction giving rise to such Liability.

Indemnification by the Stockholder. In connection with If any offering (including Registrable Securities are included in any Disposition) in which the Stockholder is participating pursuant to Article IV or Article Vregistration statement, the Stockholder agrees to of such Registrable Securities so registered shall, and hereby does, indemnify and hold harmless (in the Issuersame manner and to the same extent as set forth in Section 5.1 above) the Company, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person director and officer of the Company, and each other Person, if any, who controls the Issuer or such underwriter (Company within the meaning of Section 15 of the Securities Act, with respect to all losses, claims, damages, expenses or liabilities ("Losses") from and against any and all Liabilities arising to which the Company or such control person becomes subject under the Securities Act, insofar as such Losses arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Packagesuch registration statement, the Registration Statementany preliminary prospectus, the Prospectus final prospectus or in summary prospectus contained therein, or any amendment or supplement thereto; and (b) the , or an omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining to such Stockholder and furnished to the extent Company by such Liabilities arise out of or are based upon written information furnished by the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation ofof such registration statement, the Disclosure Packagepreliminary prospectus, the Registration Statementfinal prospectus, the Prospectus or any summary prospectus, amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; supplement, provided, however, that the no Stockholder shall have any liability of the Indemnifying Party under this Section 7.2 shall be limited to 5.2 for any amount in excess of the amount of net proceeds actually received by such Stockholder from the Stockholder sale of the Registrable Securities included in the transaction giving rise to such Liabilityregistration statement.

Indemnification by the Stockholder. In connection with any offering (including any Disposition) in which the Stockholder is participating pursuant to Article IV or Article VShelf Registration Statement, the Stockholder agrees will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the full extent permitted by law, will indemnify and hold harmless the IssuerCompany, any underwriter retained by the Issuer, their respective and each of its directors, officers, other Affiliates agents retained in connection with the transactions contemplated hereby, employees, and each other Person who controls the Issuer or such underwriter Company (within the meaning of Section 15 of the Securities Act) from and against any losses, claims, damages, liabilities, joint or several, together with reasonable costs and all Liabilities arising expenses (including reasonable attorney’s fees), to which such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of of, are based upon, are caused by, or based upon result from (ai) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Packageregistration statement, the Registration Statement, the Prospectus prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any amendment or supplement thereto; and application, (bii) the any omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any of a material fact required to be stated therein or necessary to make the statements therein not misleading to (in light of the extent such Liabilities arise out of or are based upon written information furnished by the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, circumstances under which they were made in the case of information provided pursuant any prospectus) not misleading, but only to Section 6.2(a)(ii)the extent that such untrue statement or omission is made in such registration statement, for use in the preparation of, the Disclosure Package, the Registration Statement, the Prospectus any such prospectus or preliminary prospectus or any amendment or supplement thereto relating thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Registrable Company by the Stockholder expressly for use therein (including, for the avoidance of doubt, the Selling Stockholder Information), or (iii) any violation or alleged violation by the Stockholder in connection with any offering under this Agreement of the federal securities laws, any applicable state law or any rule or regulation promulgated under the Securities as provided in Section 6.2Act, the Exchange Act or any applicable state securities law; provided, however, that the liability of the Indemnifying Party Stockholder under this Section 7.2 3.4(b) shall be limited to the amount of net proceeds (before expenses) received by it from the Stockholder in the transaction giving rise sale of Registrable Securities pursuant to such Liabilityregistration statement.

Indemnification by the Stockholder. In connection with any offering (including any Disposition) in which the The Stockholder is participating pursuant to Article IV or Article Vwill indemnify, the Stockholder agrees to indemnify defend, and hold harmless LeCroy and the IssuerSurviving Corporation, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) from and against any and all Liabilities arising Damxxxx xelated to or arising, directly or indirectly, out of or based upon in connection with: (a) any breach by the Stockholder or the Company of any representation, warranty, covenant, agreement, obligation, or undertaking made by the Stockholder or the Company in this Agreement (including any schedule or exhibit hereto), or any other agreement, instrument, certificate, or other document delivered by or on behalf of either of them in connection with this Agreement, the Merger, or any of the other transactions contemplated hereby; and (b) any untrue statement (or alleged untrue statement statement) of a any material fact contained in the Disclosure Package, the Registration Statement, the Prospectus any preliminary or in final prospectus contained therein, any amendment or supplement thereto; and , or any document incorporated by reference therein, or any omission (b) the omission or alleged omission omission) to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto therein any material fact required to be stated therein or necessary to make the statements therein statement therein, in light of the circumstances in which it was made, not misleading misleading, but only if and to the extent that such Liabilities arise out of statement or are based omission was made in reliance upon written and in conformity with information furnished by the such Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation ofRegistration Statement; provided, that the Disclosure Package, Stockholder's liability with respect to the Registration Statement will be limited to an amount equal to the gross proceeds of sale (before deduction of any selling expenses) of the securities sold by the Stockholder pursuant to the Registration Statement, the Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Stockholder in the transaction giving rise to such Liability.

Indemnification by the Stockholder. In connection with the event of any offering (including ---------------------------------- registration of any Disposition) in which the Stockholder is participating Registrable Securities pursuant to Article IV or Article Vthis Registration Rights Agreement, the Stockholder agrees to shall indemnify and hold harmless (i) the IssuerCompany, any underwriter retained by (ii) the Issuer, their respective Company's directors, officers, other Affiliates agents and advisors, (iii) each Person who participates as an underwriter in the offering or sale of Registrable Securities and (iv) each Person (if any) other than the Stockholder who controls the Issuer or such underwriter (Company within the meaning of Section 15 of either the Securities Act) Act or the Exchange Act (the "Company Indemnified Parties"), from and against any and all Liabilities arising Losses, joint --------------------------- or several, to which the Company Indemnified Parties or any of them may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon on (ax) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Packageany Registration Statement or Prospectus in respect of such registration, the Registration Statement, the Prospectus or in including any amendment thereof or supplement thereto; and , or (by) the any omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading to the extent misleading, if any such Liabilities arise out of case such statement or are based upon alleged statement or omission or alleged omission was made in reliance on and in conformity with written information furnished to the Company by or on behalf of the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), expressly for use in the preparation ofof such Registration Statement or Prospectus; and, subject to Section 6(c) hereof, the Disclosure PackageStockholder shall reimburse the Company Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Loss, the Registration Statement, the Prospectus action or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; provided, however, that proceeding. In no event shall the liability of the Indemnifying Party under this Section 7.2 shall Stockholder hereunder be limited to greater in amount than the dollar amount of the gross proceeds (net proceeds of underwriting discounts and commissions) received by the Stockholder in and/or any of its Affiliates upon the transaction sale of the Registrable Securities giving rise to such Liabilityindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Company Indemnified Party.