Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. Each Stockholder whose Registrable Securities are included in any registration statement filed in connection with a Covered Registration, as a condition to including Registrable Securities in such registration statement, shall, to the full extent permitted by law, severally and not jointly, indemnify and hold harmless the Company, its directors and officers, and each other Person, if any, who controls the Company within the meaning of the Securities Act, against any Losses to which the Company or any such director or officer or controlling Person 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 any untrue statement of any material fact contained in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Stockholder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the obligation of such Stockholder to provide indemnification pursuant to this Section 4.6 shall be limited in amount to the net proceeds received by such Stockholder from the sale of Registrable Securities pursuant to such Covered Registration. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Stockholder.

Indemnification by the Stockholders. Each Stockholder whose Registrable Securities are included in any registration statement filed in connection with a Covered RegistrationCompany may require, as a condition to including any Registrable Securities of the Holder in such any registration statementstatement filed pursuant to Section 3.01, shall, that Company shall have received an undertaking reasonably satisfactory to it from the full extent permitted by law, severally and not jointly, Holder to indemnify and hold harmless (in the Company, its directors same manner and officers, to the same extent as set forth in subdivision (a) of this Article 4) Company each director and officer of Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, against any Losses with respect to which the Company or any such director or officer or controlling Person 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 any untrue statement or alleged untrue statement of any a material fact contained in any or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to the Holder furnished to Newco by the Company by such Stockholder specifically stating that it is Holder as required for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that the Holder shall not be liable to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by Company of any prospectus after such time as the obligation of Company to keep the same effective and current has expired or (ii) the use by Company of any prospectus after such Stockholder time as the Holder has advised Company that the filing of a post-effective amendment or supplement thereto is required with respect to provide indemnification pursuant to this Section 4.6 shall be limited any information contained in amount to such prospectus concerning the net proceeds received by Holder, except such Stockholder from the sale of Registrable Securities pursuant to such Covered Registrationprospectus as so amended or supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer officer, or controlling Person person and shall survive the transfer of such securities by such Stockholderthe Holder.