Common use of Indemnification by Xxxxxx Clause in Contracts

Indemnification by Xxxxxx. The Holder shall indemnify and hold harmless the Company, the 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any related Prospectus, or any form of prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any related Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is contained in information so furnished by the Holder in writing to the Company expressly for inclusion in the Registration Statement or such related Prospectus. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Xxxxxx. The Holder shall indemnify and hold harmless the Company, the 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, to the extent arising solely out of or based solely upon upon: any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any related Prospectus, or any form of prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon 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 related Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (i) to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is contained in any information so furnished in writing by the Holder in writing to the Company expressly for inclusion in the such Registration Statement or such related ProspectusProspectus 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 the selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net proceeds of all expenses paid by the Holder in connection with any claim relating to this Section 5 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 In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Subsidiary Guarantors in writing such information as the Company and the Subsidiary 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 Company, the directorsSubsidiary Guarantors, officerstheir respective directors and each Person, agents and employeesif any, each Person who controls the Company and the Subsidiary 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any related Prospectus, or any form of prospectus Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any related Prospectus or supplement theretotherein, in the light of the circumstances under which they were made) , not misleading, misleading 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 primarily from an untrue statement or alleged untrue statement of a material fact or omission or alleged untrue statement or omission is of a material fact contained in or omitted from any information so furnished by the Holder in writing by such Holder to the Company and the Subsidiary Guarantors expressly for inclusion use therein. Notwithstanding the foregoing, in the Registration Statement or such related Prospectus. In no event shall the liability of the any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder's Maximum Contribution Amount (as defined below).

Indemnification by Xxxxxx. The Holder Distributing Holder(s) shall indemnify and hold harmless the Company, the and each of its directors, officers, agents and employeeseach nominee (if any) named in any preliminary prospectus or final prospectus constituting a part of such registration statement, each Person of its officers who have signed such registration statement and such amendments or supplements thereto, and each person (if any) who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)) against all Liabilities, and the directors, officers, agents joint or employees of such controlling Personsseveral, to which the fullest extent permitted by applicable lawCompany or any such director, from and against all Losses (nominee, officer or controlling person may become subject, under the Act or otherwise, insofar as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely such Liabilities arise out of or are based solely upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statementsuch registration statement, any related Prospectuspreliminary prospectus, final prospectus, or any form of prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely arise out of or are based solely upon any the omission of or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any related Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement omission made in such registration statement, preliminary prospectus, final prospectus or omission is contained amendment or supplement thereto in reliance upon and in conformity with written information so furnished by the Holder in writing to the Company expressly such Distributing Holder(s) for inclusion use in the Registration Statement or such related Prospectuspreparation thereof. In Each Distributing Holder shall be liable for no event shall the liability of the Holder hereunder be greater in amount more than the dollar amount of the net proceeds received by the Holder such Distribution Xxxxxx realizes upon the sale of the Registrable Securities giving rise Securities. The foregoing indemnity shall be in addition to such indemnification obligationany other liability which the Distributing Holder(s) may otherwise have.