Common use of Indemnification by Xxxxxx Clause in Contracts

Indemnification by Xxxxxx. The Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 7 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Xxxxxx. The Holder shall, severally and not jointly, Parent agrees to indemnify and hold harmless the Companyeach Investor, its and each Investor’s officers, employees, affiliates, directors, officerspartners, agents members, attorneys and employeesagents, and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, to the extent judgments, claims, damages or liabilities, whether joint or several, arising out of or based solely upon: upon any untrue or 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, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusto such Registration Statement, or arising out of or relating to based upon any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of not misleading, or any Prospectus or supplement thereto, in light violation by Parent of the circumstances under which they were made) Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not misleading (i) be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion made in such Registration Statement Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or (ii) supplement, in reliance upon and in conformity with information furnished to the extentParent, but only to the extentin writing, that by such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder selling holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in therein. Parent also shall indemnify any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 7 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale Underwriter of the Registrable Securities included Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in the Registration Statement giving rise to such indemnification obligationthis Section 4.1.

Indemnification by Xxxxxx. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder shallof such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointlyjointly with any other Holders, indemnify and hold harmless the Company, its directors, officers, agents directors and employees, officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusFree Writing Prospectus, offering circular, or arising out of other document, or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in the case of connection with investigating or defending any Prospectus or supplement theretosuch Loss, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement or omission is contained made in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information so furnished in writing by the Holder to the Company expressly by such Holder with respect to such Holder and stated to be specifically for inclusion in such Registration Statement Statement, Prospectus, offering circular or such Prospectus or (ii) to the extentother document; provided, but only to the extenthowever, that the obligations of such information relates Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method consent of distribution of Registrable Securities such Holder (which consent shall not be unreasonably withheld); and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood provided, further, that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling such Holder shall be greater in amount than individual, not joint and several, for each Holder and; provided, further, that the dollar amount liability of such Holder for any Loss shall be limited to the aggregate gross proceeds (net of all expenses paid any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the Holder in connection with any claim relating to this Section 7 and sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages the which such Holder has otherwise been required to pay by reason in respect of such untrue statement Loss or omission) received by the Holder upon any substantially similar Loss arising from the sale of the such Registrable Securities included in the Registration Statement giving rise to such indemnification obligationSecurities).

Indemnification by Xxxxxx. The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Article 3 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder shallof such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointlyjointly with any other Holders, indemnify and hold harmless the Company, its directors, officers, agents directors and employees, officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusFree Writing Prospectus, offering circular, or arising out of other document, or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 4.2) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in the case of connection with investigating or defending any Prospectus or supplement theretosuch Loss, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement or omission is contained made in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information so furnished in writing by the Holder to the Company expressly by such Holder with respect to such Holder for inclusion in such Registration Statement Statement, Prospectus, offering circular or such Prospectus or (ii) to the extentother document; provided, but only to the extenthowever, that the obligations of such information relates Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method consent of distribution of Registrable Securities such Holder (which consent shall not be unreasonably withheld); and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood provided, further, that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling such Holder shall be greater in amount than individual, not joint and several, for each Holder and shall be limited to the dollar amount of the aggregate gross proceeds (net of all expenses paid any underwriting commissions and discounts, but before deducting other expenses) received by such selling Holder from the Holder in connection with any claim relating to this Section 7 and sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages the which such Holder has otherwise been required to pay by reason in respect of such untrue statement Loss or omission) received by the Holder upon any substantially similar Loss arising from the sale of the such Registrable Securities included in the Registration Statement giving rise to such indemnification obligationSecurities).

Indemnification by Xxxxxx. The Holder shallIn the event of any registration under the Securities Act of any offering of Shares, severally and not jointly, Xxxxxx hereby agrees to indemnify and hold harmless the Company, its directors, officers, agents Company and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)each other person (including each underwriter, and each other person, if any, who controls such underwriter, and each other selling shareholder, and each other person, if any, who controls such selling shareholder) who participates in the directors, officers, agents or employees offering of such controlling PersonsShares, against any Losses, joint or several, to which the fullest extent permitted by applicable lawCompany, from and against all Lossesother selling shareholder, or controlling person or participating person may become subject under the Securities Act or otherwise, insofar as incurred, to the extent arising such Losses (or proceedings in respect thereof) arise out of or are based solely upon: upon any untrue statement or alleged untrue statement of a any material fact contained therein, on the effective date thereof, in any Registration Statementregistration statement under which an offering of such Shares was registered under the Securities Act, in any Prospectuspreliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or relating to any are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (not misleading, and will reimburse the Company, other selling shareholders, and each such controlling person or participating person for any legal or other expenses reasonably incurred by the Company, other selling shareholders, or such controlling person or participating person in the connection with investigating or defending any such Loss or proceeding: provided, however, that Xxxxxx will be liable in any such case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but and only to the extent, that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion or alleged omission made in such Registration Statement registration statement, said preliminary or such Prospectus final prospectus or (ii) to the extent, but only to the extent, that such said amendment or supplement in reliance upon and in conformity with written information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing furnished by the Holder expressly Xxxxxx specifically for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)preparation thereof. Notwithstanding the foregoing, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder Xxxxxx under this Section 10 shall be greater in limited to an amount than equal to the dollar amount price of the proceeds (net of all expenses paid Shares sold by the Holder Xxxxxx in connection with any claim relating to this Section 7 and the amount such registration unless such liability arises out of any damages the Holder has otherwise been required to pay by reason acts based on willful conduct of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationXxxxxx.

Indemnification by Xxxxxx. The Holder shall, severally and not jointly(a) Xxxxxx shall defend, indemnify and hold BDPH, MergerCo and their respective affiliates harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against and in respect of any and all losses, claims, demands, actions, suits or proceedings (by any person or entity, including without limitation any governmental authority in connection therewith or in enforcing BDPH's, MergerCo's and their respective affiliates' rights hereunder), liabilities, damages, judgements, settlements and expenses, including reasonable attorneys' fees in connection therewith or in enforcing BDPH's, MergerCo's and their respective affiliates' rights hereunder incurred directly by any such person or entity (hereinafter "MergerCo Losses") which arise out of (i) any breach of any of the representations or warranties contained in Section 6 hereof, as incurredin any other Transaction Document or in any certificate delivered in connection with the Closing, (ii) any breach of any of the covenants of Xxxxxx (other than the covenant set forth in clause (ii) of the first sentence of Section 8.3(d)) in this Agreement), (iii) the ownership, operation or use of any of the Excluded Assets, (iv) any direct or derivative claim or action by a holder of BDPH Common Stock or any rights to purchase BDPH Capital Stock, including, without limitation, any action by such a holder who has demanded payment for and an appraisal of such shares in accordance with Section 262 of the DGCL, (v) liabilities and obligations of the Decorative Products Companies that do not arise principally out of or pertain principally to the Business or the Assets and (vi) any of the Excluded Liabilities and any liabilities retained by Xxxxxx pursuant to Section 8.7. MergerCo or BDPH shall give Xxxxxx prompt written notice of any third party claim which may give rise to any indemnity obligation under this Section, together if reasonably possible with the estimated amount of such claim, and Xxxxxx shall have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying MergerCo within 30 days of receipt of MergerCo's or BDPH's written notice; provided, however, that Xxxxxx'x counsel shall be reasonably satisfactory to MergerCo. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice and then only to the extent arising out of proximately resulting therefrom. If MergerCo or based solely upon: any untrue or alleged untrue statement of a material fact contained BDPH desires to participate in any Registration Statementsuch defense assumed by Xxxxxx, any Prospectusit may do so at its sole cost and expense (except that Xxxxxx shall be responsible for the fees and expenses of counsel to MergerCo or BDPH to the extent MergerCo or BDPH is advised, in writing by its counsel, that either (x) Xxxxxx'x counsel has a conflict of interest, or in any amendment (y) there are legal defenses available to MergerCo that are different from or supplement thereto or in any preliminary prospectus, or arising out of or relating additional to any omission or alleged omission of a material fact required those available to be stated therein or necessary to make the statements therein Xxxxxx (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extentextent of such additional defenses)). If Xxxxxx declines to assume any such defense, that it shall be liable for all reasonable costs and expenses of defending such untrue statement claim incurred by MergerCo or omission is contained in BDPH, including reasonable fees and disbursements of counsel. Neither party shall, without the prior written consent of the other party, which shall not be unreasonably withheld or delayed, settle, compromise or offer to settle or compromise any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement claim or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided demand on a basis which would result in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability imposition of a selling Holder be greater in amount than consent order, injunction or decree which would restrict the dollar amount future activity or conduct of the proceeds (net other party or any subsidiary or affiliate thereof or if such settlement or compromise does not include an unconditional release of all expenses paid by the Holder in connection with other party for any claim relating to this Section 7 and the amount of any damages the Holder has otherwise been required to pay by reason liability arising out of such untrue statement claim or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationdemand or any related claim or demand.

Indemnification by Xxxxxx. The Holder shallSubject to the applicable provisions of Section 12.2, severally and not jointlyXxxxxx agrees to indemnify, indemnify defend and hold harmless the CompanyRadius, its Affiliates and its and their respective officers, directors, officersand employees (collectively, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, “Radius Indemnitees”) from and against any and all LossesCosts suffered in connection with any and all actions, as incurredsuits, claims or demands that may be brought or instituted against any Radius Indemnitee by any third party (including, without limitation, a government authority, but excluding Affiliates of Radius) to ─CONFIDENTIAL─ /s/ GW [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 240-24b-2 the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading resulting from (i) to breach of this Agreement (including the extent, but only to Quality Agreement) by any of the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or Xxxxxx Indemnitees; (ii) to any Xxxxxx Indemnitees’ [*] or Willful Misconduct in performing obligations under this Agreement or the extentQuality Agreement or in connection herewith or therewith; and/or (iii) infringement of any intellectual property of any third party under the patent or intellectual property laws of the United States of America and/or the European Union or any member state thereof by any manufacturing process owned and/or used hereunder by Xxxxxx and/or any of its Affiliates or by any Confidential Information of Xxxxxx, but only to or by the extentuse by Radius and/or any of its Affiliates of any thereof, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire course of performance of this Agreement; provided, however, Xxxxxx shall in good faith attempt to settle, at its costs and/or expenses, with such third party, any such infringement of any intellectual property of such third party, and prior to such settlement, Xxxxxx shall notify Radius of the conditions of such settlement by Xxxxxx with such third party, so that Radius may evaluate whether or not such settlement would in any way restrict Radius’ sale, distribution, or other use of the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement Product as contemplated herein, and, further provided, Xxxxxx shall only be responsible, under this sub-clause (it being understood that the Holder has approved Annex A hereto for this purposeiii), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of up to a selling Holder be greater in amount than the dollar maximum amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 7 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included [*] Euros, in the Registration Statement giving rise to such indemnification obligationaggregate per each calendar year during the term of this Agreement.

Indemnification by Xxxxxx. The Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the extentCompany by the Holder expressly for use therein, or to the extent that such information relates to the Holdersuch Holder or such Xxxxxx’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities Warrant Shares and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto to this Warrant, with any amendments thereto required by changes in applicable securities laws from the date hereof until the filing of the Registration Statement that are not inconsistent with Xxxxx A to the Registration Rights Agreement, for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of the Registration Rights Agreement, the use by the Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 17(b). In no event shall the liability of a the selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 7 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement Warrant Shares giving rise to such indemnification obligation.

Indemnification by Xxxxxx. The Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to To the fullest extent permitted by applicable law, Tenant shall indemnify, defend and hold harmless Landlord, the Managing Agent, Xxxxxx Xxxxxxx & Sons Inc. and Comfort Maintenance Corp., and its/their respective members, partners, subsidiaries and affiliates, and their respective directors, officers, agents, servants, and employees ​ 42 ​ (collectively, the “Landlord’s Parties”) from and against any and all third party claims, demands, liabilities, damages, judgments, orders, decrees, actions, proceedings, fines, penalties, costs and expenses, including without limitation, court costs and reasonable attorneys’ fees (collectively, “Losses”), as incurred, arising from or relating to the extent arising out any act or omission (where Tenant had a duty to act) of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration StatementTenant, any Prospectusother occupant of the Premises, or any of their respective agents, employees, invitees or contractors in connection with any amendment violation of applicable Requirements, loss of life, damage or supplement thereto injury to persons, property or business occurring in, about or from the Premises, or directly or indirectly caused by or in connection with any preliminary prospectusviolation of this Lease or use of the Premises or Building. Without limiting the generality of the foregoing, Tenant specifically acknowledges that the indemnity undertaking herein shall also apply to claims in connection with or arising out of any “Tenant’s Work” as performed by or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make on Tenant’s behalf (unless the statements therein (in the case of any Prospectus or supplement theretosame is performed by Xxxxxxxx, in light of which event the circumstances under which they were made) indemnity set forth herein shall not misleading (i) apply to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder claims in connection with any claim relating to this Section 7 and or arising out of Tenant’s Work) as described in Article 3 or Exhibit G, the amount use or consumption of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included utilities in the Registration Statement giving rise to Premises under Article 11, any repairs or other work by or for Tenant under Articles 10 or 11, and Tenant’s transportation, use, storage, maintenance, generation, manufacturing, handling, disposal, release or discharge of any “Hazardous Materials” as described in Article 5 (whether or not such indemnification obligationmatters shall have been theretofore approved by Landlord).

Indemnification by Xxxxxx. The Holder shallSubject to Section 16.5.6 (Waiver of Subrogation), severally Lessee releases Lessor and not jointlyall officials and employees of Xxxxxx from, and covenants and agrees that neither Lessor nor any Related Party of Lessor shall be liable for, and agrees to defend, indemnify and hold Lessor and its Related Parties (hereinafter the “Lessor Indemnitee” or “Lessor Indemnitees”) harmless against, any and all claims, actions, proceedings, damages, liabilities, costs, and expenses incurred (including, without limitation, all attorneys’ fees and expenses arising in connection with each such claim, action or proceeding) from or in connection with: (i) the Companyconduct, operation and management of the Premises or of any business therein, or any work or thing whatsoever done, or any condition created, therein or thereon; (ii) any act, omission, or negligence of Lessee or any of its sublessees or licensees or its or their partners, directors, officers, agents and agents, employees, each Person who controls invitees (but only when a claim, action or proceeding is related to such invitees’ presence on the Company Premises) or contractors; (within iii) any incident, injury or damage whatsoever occurring in, at or upon the meaning Premises; and/or (iv) any third party claim arising out of Section 15 a breach or Default by Xxxxxx in the full and prompt payment and performance of Lessee’s obligations under this Lease. Notwithstanding the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents foregoing or employees of such controlling Persons, anything to the fullest extent permitted by applicable lawcontrary herein, from and against all LossesLessee shall not be obligated to indemnify Lessor for any loss, as incurreddamage, injury or death to the extent attributable to the sole negligence or intentional misconduct of Lessor or Lessor Indemnitees; and if and to the extent that this Lease is subject to RCW Section 4.24.115, it is agreed that where liability for damages arising out of bodily injury to persons or based solely upon: any untrue damage to property is caused by or alleged untrue statement results from the concurrent negligence of a material fact contained in any Registration Statement(a) the Lessor Indemnitee or Lessor Indemnitee’s agents or employees, any Prospectusand (b) the Lessee or its Related Parties, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out Lessee’s obligations of or relating to any omission or alleged omission of a material fact required to indemnity under this Section 17 shall be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but effective only to the extentextent of the Lessee’s negligence. Further, it is acknowledged that such untrue statement liability for any loss, claim, fine or omission is contained in penalty arising from the Release of Hazardous Substances or any information so furnished in writing violation of Environmental Laws shall be governed by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or terms of Section 12 (iiPresence and Use of Hazardous Substances) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities this Lease and was reviewed and expressly approved in writing not by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 7 17; and the amount liability for property damage arising from a fire or other casualty shall be governed by Section 18 of any damages the Holder has otherwise been required to pay this Lease and not by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.this Section 17.‌

Indemnification by Xxxxxx. The In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder shallis participating, severally such Holder shall furnish to the Issuers and not jointlythe Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the CompanyIssuers , its directorsthe Guarantors, officerstheir respective directors and officers and each Person, agents and employeesif any, each Person who controls the Company Issuers and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20 20(a) of the Exchange Act), and the directors, officers, agents or employees officers and partners of such controlling Personspersons, to the fullest extent permitted by applicable lawlawful, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) , not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted from an untrue statement or alleged untrue statement of a material fact or omission is or alleged omission of a material fact contained in or omitted from any information so furnished in writing by the such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to Issuers and the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder Guarantors expressly for use therein. Notwithstanding the foregoing, in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a any selling Holder be greater in amount than the dollar amount of the proceeds such Holder’s Maximum Contribution Amount (net of all expenses paid by the Holder in connection with any claim relating to this Section 7 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationas defined below).

Indemnification by Xxxxxx. The Holder shall, severally and not jointly, Parent agrees to indemnify and hold harmless the Companyeach Investor and each other holder of Registrable Securities, its and each of their respective officers, employees, affiliates, directors, officerspartners, agents members, attorneys and employeesagents, and each Person person, if any, who controls the Company an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, to the extent judgments, claims, damages or liabilities, whether joint or several, arising out of or based solely upon: upon any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in (or incorporated by reference in) any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any Prospectus contained in the Registration Statement, or free writing prospectus (as defined in Rule 405 under the Securities Act or any Prospectussuccessor rule thereto), or in any amendment or supplement thereto to such Registration Statement, or in any preliminary prospectusfiling under any state securities law required to be filed or furnished, or arising out of or relating to based upon any omission (or alleged omission of omission) to state a material fact required to be stated therein or necessary to make the statements therein (in the case of not misleading, or any Prospectus or supplement thereto, in light violation by Parent of the circumstances under which they were made) Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not misleading (i) be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion or alleged omission made in such Registration Statement Statement, Prospectus, or free writing prospectus, or any such Prospectus amendment or (ii) supplement, in reliance upon and in conformity with information furnished to the extentParent, but only to the extentin writing, that by such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder selling holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto therein, and shall reimburse Parent, its directors and officers, and each other selling holder or controlling Person for this purpose), such Prospectus any legal or in other expenses reasonably incurred by any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder them in connection with investigation or defending any claim relating to this Section 7 and the amount of such loss, claim, damage, liability or action. Parent also shall indemnify any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter (within the meaning of the Securities included Act or the Exchange Act, as applicable) on substantially the same basis as that of the indemnification provided above in the Registration Statement giving rise to such indemnification obligationthis Section 4.1.

Indemnification by Xxxxxx. The Holder shall, severally and not jointly, Xxxxxx agrees to indemnify and hold harmless to the Companyfullest extent permitted by law each Holder of Registrable Securities covered by the Shelf Registration Statement, its directors, officers, agents directors and employeesagents, and each Person Person, if any, who controls the Company (such Holder within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, Act from and against any and all Losseslosses, as incurredclaims, to the extent arising out of or based solely upon: damages, liabilities and expenses caused by any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or any Subsequent Shelf Registration StatementStatement or any prospectus relating to the Registrable Securities (as amended or supplemented if Xxxxxx shall have furnished any amendments or supplements thereto) or any preliminary, summary or final prospectus or any Prospectusamendments or supplements thereto, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to caused by any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extentand Xxxxxx will reimburse such Holders for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such loss, but only to the extentclaim, that damage, liability or expense except insofar as such losses, claims, damages, liabilities or expenses are caused by any such untrue statement or omission is contained in any or alleged untrue statement or omission based upon information so furnished in writing to Xxxxxx by the such Holder to the Company expressly for inclusion or on such Holder's behalf by an authorized representative of such Holder in either such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder case expressly for use therein; provided, that with respect to any untrue statement or omission or alleged untrue statement or omission made in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)any preliminary prospectus, such Prospectus or in any amendment prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, damage, liability or supplement thereto. In no event shall expense results from the liability fact that a current copy of the prospectus (or, in the case of a selling Holder be greater in amount than prospectus, the dollar amount prospectus as amended or supplemented) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 7 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in concerned to such Person if it is determined that Xxxxxx has timely provided such prospectus and it was the Registration Statement responsibility of such Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Xxxxxx also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification obligationof the Holders provided in this Section 2.03.

Indemnification by Xxxxxx. The Holder shall, severally and not jointly, Xxxxxx agrees to indemnify and hold harmless the CompanyABS, its directors, each of ABS's directors and officers, agents and employeeseach person, each Person if any, who controls the Company (ABS within the meaning of Section 15 of the Securities Act and Section 20 of or the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Lossesany losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as incurredsuch losses, to the extent arising claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based solely upon: any untrue or alleged (i) either an untrue statement of a material fact contained made in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged the omission of a material fact required from such Registration Statement in reliance upon and in conformity with written information furnished to be stated therein ABS by or necessary to make the statements therein (on behalf of Abbott specifically for use in the case of any Prospectus or supplement thereto, in light preparation of the circumstances under which they were madeRegistration Statement, (ii) not misleading the failure of Abbott to comply with the covenants or agreements contained in SECTION 2.6 hereof, or (iiii) to the extent, but only to the extent, that such any untrue statement or omission is contained in any information so furnished prospectus that is corrected in writing by the Holder any subsequent prospectus that was delivered to Abbott prior to the Company expressly pertinent sale or sales by Xxxxxx, and Xxxxxx will, as incurred, reimburse ABS and such persons for inclusion any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such Registration Statement action, proceeding, or such Prospectus or (ii) to the extentclaim; provided, but only to the extenthowever, that such information relates to the Holder’s information provided Abbott shall not be liable for any amount in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount excess of the proceeds (amount by which the net amount received by Abbott from the sale of all expenses paid by the Holder in connection with any claim relating Shares to this Section 7 and which such loss relates minus the amount of any damages the Holder which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Xxxxxx. The Holder Xxxxxx shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) Xxxxxx’x failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extentextent that, that (1) such untrue statement statements or omission is contained in any omissions are based solely upon information so regarding Xxxxxx furnished in writing by the Holder to the Company by Xxxxxx expressly for inclusion in such Registration Statement use therein, or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire Xxxxxx or the Xxxxxx’x proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder Xxxxxx expressly for use in a the Registration Statement (it being understood that the Holder Xxxxxx has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by Xxxxxx of an outdated or defective Prospectus after the Company has notified Xxxxxx in writing that the Prospectus is outdated or defective and prior to the receipt by Xxxxxx of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of a selling Holder Xxxxxx hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 7 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder Xxxxxx upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.