Common use of Indemnification by Underwriters Clause in Contracts

Indemnification by Underwriters. The Underwriters hereby indemnify and hold harmless the Company, each of its directors, each nominee (if any) for director named in the Prospectus, each of its officers who have signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Act, and the Selling Warrantholders from and against all Liabilities to which the Company or any such director, nominee, officer or controlling person and/or the Selling Warrantholders may become subject under the Act or otherwise, insofar as such Liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through you, by or on behalf of such Underwriters, specifically for use in the preparation thereof. In no event shall the Underwriters be liable under this Section 6(b) for any amount in excess of the compensation received by the Underwriters, in the form of underwriting discounts or otherwise, pursuant to this Agreement or any other agreement contemplated hereby. The foregoing indemnity shall be in addition to any other liability which the Underwriters may otherwise have.

Indemnification by Underwriters. The Underwriters hereby Optionholders and the holders of Option Securities agree that they, severally, but not jointly, shall indemnify and hold harmless the Company, each other person referred to in subparts (1), (2) and (3) of its directors, each nominee (if anySection 11(a) for director named of the Act in the Prospectus, each respect of its officers who have signed the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of the Act, against any and the Selling Warrantholders from all loss, claim, damage or liability, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and against investigation and all Liabilities attorneys' fees), to which the Company or any such director, nominee, officer or controlling person and/or the Selling Warrantholders may become subject under the Act or otherwise, insofar as such Liabilities arise loss, claim, damage, liability (or action in respect thereto) arises out of or are based upon (ia) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement or any amendment theretoStatement, or the Prospectus or any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto, ; or (iib) the omission or the alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, ; except that such indemnification shall be available in each such case to the extent, but only to the extent, that any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, in reliance upon information and in conformity with written information furnished to the Company through you, by the Optionholder or on behalf the holder of such Underwriters, Option Securities specifically for use in the preparation thereof. In no event shall the Underwriters be liable under this Section 6(b) for any amount in excess of the compensation received by the Underwriters, in the form of underwriting discounts or otherwise, pursuant to this Agreement or any other agreement contemplated hereby. The foregoing This indemnity shall will be in addition to any other liability which the Underwriters Company may otherwise have.

Indemnification by Underwriters. The Underwriters hereby Each Underwriter will indemnify and hold harmless the Company, each of its directors, each nominee (if any) Company for director named in the Prospectus, each of its officers who have signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Act, and the Selling Warrantholders from and against all Liabilities any losses, damages or liabilities to which the Company or any such director, nominee, officer or controlling person and/or the Selling Warrantholders may become subject subject, under the 1933 Act or otherwise, insofar as such Liabilities losses, damages or liabilities (or actions or claims in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, or (ii) arise out of are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement theretosuch amendment, in reliance upon and in conformity with written information furnished the Underwriter Information in respect of such Underwriter, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred (including such losses, damages, liabilities or expenses to the Company through you, by or on behalf of such Underwriters, specifically for use in the preparation thereof. In no event shall the Underwriters be liable under this Section 6(b) for any amount in excess extent of the compensation received by aggregate amount paid in settlement of any such action or claim provided that (subject to Section 6(c) hereof) any such settlement is effected with the written consent of the Underwriters, in the form of underwriting discounts or otherwise, pursuant to this Agreement or any other agreement contemplated hereby). The foregoing indemnity agreement shall be in addition to any other liability which the Underwriters may otherwise have.

Indemnification by Underwriters. The Underwriters hereby Optionholders and the holders of Shares agree that they, severally, but not jointly, shall indemnify and hold harmless the Company, each other person referred to in subparts (1), (2) and (3) of its directors, each nominee (if anySection 11(a) for director named of the Act in the Prospectus, each respect of its officers who have signed the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of the Act, against any and the Selling Warrantholders from all loss, claim, damage or liability, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and against investigation and all Liabilities attorneys' fees), to which the Company or any such director, nominee, officer or controlling person and/or the Selling Warrantholders may become subject under the Act or otherwise, insofar as such Liabilities arise loss, claim, damage, liability (or action in respect thereto) arises out of or are based upon (ia) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement or any amendment theretoStatement, or the Prospectus or any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto, ; or (iib) the omission or the alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, ; except that such indemnification shall be available in each such case to the extent, but only to the extent, that any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, in reliance upon information and in conformity with written information furnished to the Company through you, by the Optionholder or on behalf the holder of such Underwriters, Shares specifically for use in the preparation thereof. In no event shall the Underwriters be liable under this Section 6(b) for any amount in excess of the compensation received by the Underwriters, in the form of underwriting discounts or otherwise, pursuant to this Agreement or any other agreement contemplated hereby. The foregoing This indemnity shall will be in addition to any other liability which the Underwriters Company may otherwise have.