Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------ indemnify, to the fullest extent permitted by law, each Holder, its officers, directors, partners, employees, advisors and agents and each Person who controls (within the meaning of the 1933 Act or the Exchange Act) such Holder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation or defending such claim and any amounts paid in any settlement effected with the Company's consent) arising out of or based upon (i) any untrue, or allegedly untrue, statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall also indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

Indemnification; Contribution. (a) Indemnification by the Company. The Company In connection with any registration of Registrable Securities pursuant to Section 3.01, Section 3.02 or Section 3.03 hereof, A&P agrees to ------------------------------ indemnifyindemnify and hold harmless, to the fullest extent permitted by lawLaw, each HolderTengelmann, its officersAffiliates, directors, partners, employees, advisors officers and agents stockholders and each Person who controls (Tengelmann within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the Exchange ActAct (collectively, the “Indemnified Persons”) such Holder from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable costs of investigation attorneys’ fees), joint or defending such claim and several, caused by any amounts paid in any settlement effected with the Company's consent) arising out of untrue or based upon (i) any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any registration statementpart of any Registration Statement or any preliminary or final prospectus used in connection with the Registrable Securities or any Issuer FWP, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) any omission 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 a prospectus, in the light of the circumstances under which they were made) not misleading; provided that A&P will not be required to indemnify any Indemnified Person for any losses, except insofar as the same are caused by claims, damages, liabilities, judgments, actions or contained expenses resulting from any such untrue statement or omission if such untrue statement or omission was made in reliance on and in conformity with information with respect to any information Indemnified Person furnished to A&P in writing to the Company by such Holder Tengelmann expressly for use therein. The Company shall also indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

Indemnification; Contribution. (a) Indemnification by the Company. The Company In connection with any registration of Registrable Securities pursuant to Section 2.01, Section 2.02 or Section 2.03 hereof, Parent agrees to ------------------------------ indemnifyindemnify and hold harmless, to the fullest extent permitted by lawLaw, each HolderStockholder, its officersAffiliates, directors, partners, employees, advisors officers and agents stockholders and each Person who controls (Stockholder within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the Exchange ActAct (collectively, the “Indemnified Persons”) such Holder from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable costs of investigation attorneys’ fees) joint or defending such claim and several caused by any amounts paid in any settlement effected with the Company's consent) arising out of untrue or based upon (i) any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any registration statementpart of any Registration Statement or any preliminary or final prospectus used in connection with the Registrable Securities or any Issuer FWP, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) any omission 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 a prospectus, in the light of the circumstances under which they were made) not misleading; provided that Parent will not be required to indemnify any Indemnified Person for any losses, except insofar as the same are caused by claims, damages, liabilities, judgments, actions or contained expenses resulting from any such untrue statement or omission if such untrue statement or omission was made in reliance on and in conformity with information with respect to any information Indemnified Person furnished to Parent in writing to the Company by such Holder Stockholder expressly for use therein. The Company shall also indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

Indemnification; Contribution. (a) Indemnification by In connection with any registration of Registrable Securities pursuant to Section 3.01, Section 3.02 or Section 3.03 hereof, the Company. The Company agrees to ------------------------------ indemnifyindemnify and hold harmless, to the fullest extent permitted by lawLaw, each HolderStockholder, its officersAffiliates, directors, partners, employees, advisors officers and agents stockholders and each Person who controls (Stockholder within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the Exchange ActAct (collectively, the “Indemnified Persons”) such Holder from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable costs of investigation attorneys’ fees) joint or defending such claim and several caused by any amounts paid in any settlement effected with the Company's consent) arising out of untrue or based upon (i) any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any registration statementpart of any Registration Statement or any preliminary or final prospectus used in connection with the Registrable Securities or any Issuer FWP, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) any omission 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 a prospectus, in the light of the circumstances under which they were made) not misleading; provided that the Company will not be required to indemnify any Indemnified Person for any losses, except insofar as the same are caused by claims, damages, liabilities, judgments, actions or contained expenses resulting from any such untrue statement or omission if such untrue statement or omission was made in reliance on and in conformity with information with respect to any information Indemnified Person furnished in writing to the Company in writing by such Holder Stockholder expressly for use therein. The Company shall also indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

Indemnification; Contribution. (a) Indemnification by In connection with any registration of Registrable Securities pursuant to Section 3.01, Section 3.02 or Section 3.03 hereof, the Company. The Company agrees to ------------------------------ indemnifyindemnify and hold harmless, to the fullest extent permitted by lawLaw, each HolderTengelmann, its officersAffiliates, directors, partners, employees, advisors officers and agents stockholders and each Person who controls (Tengelmann within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the Exchange ActAct (collectively, the “Indemnified Persons”) such Holder from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable costs of investigation attorneys’ fees) joint or defending such claim and several, caused by any amounts paid in any settlement effected with the Company's consent) arising out of untrue or based upon (i) any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any registration statementpart of any Registration Statement or any preliminary or final prospectus used in connection with the Registrable Securities or any Issuer FWP, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) any omission 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 a prospectus, in the light of the circumstances under which they were made) not misleading; provided that the Company will not be required to indemnify any Indemnified Person for any losses, except insofar as the same are caused by claims, damages, liabilities, judgments, actions or contained expenses resulting from any such untrue statement or omission if such untrue statement or omission was made in reliance on and in conformity with information with respect to any information Indemnified Person furnished in writing to the Company in writing by such Holder Tengelmann expressly for use therein. The Company shall also indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees shall, and shall cause each of its Subsidiaries to, jointly and severally, without limitation as to ------------------------------ time, indemnify, defend and hold harmless, to the fullest extent permitted by law, each Holderholder of Registrable Securities, its the partners, members, officers, directors, partnersmanagers, employeesagents, advisors employees and agents and Affiliates of each of them, each Person who controls each such holder (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act) ), the partners, members, officers, directors, managers, agents and employees of each such Holder controlling person and any financial or investment adviser (each, a “Covered Person”), to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities liabilities, actions or proceedings (whether commenced or threatened), costs (including reasonable and documented costs of preparation and attorneys’ fees) and expenses (including reasonable costs and documented expenses of investigation or defending such claim and any amounts paid investigation) (as used in any settlement effected with the Company's consent) this Section 13.7, collectively, “Losses”), as incurred, arising out of or based upon (iA) any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus or form of prospectus under which any Registrable Securities were registered or in any amendment or supplements thereto or in any preliminary prospectus (if used prior to the effective date of such Registration Statement), or notification arising out of or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, except insofar as to the extent that the same arise out of or are caused by or contained in any based upon information furnished in writing to the Company by such Holder Covered Person or the related holder of Registrable Securities expressly for use therein. The therein or (B) any violation by the Company of any federal, state or common law applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration; provided that the Company shall also indemnify not be liable to any underwriters Person who participates as an underwriter in the offering or sale of the Registrable SecuritiesSecurities or any other Person, their officersif any, directors and employees and each Person who controls such underwriters (underwriter(s) within the meaning of the 1933 Securities Act to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (1) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (2) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, and (3) the Company has complied with its obligations under Section 13.4(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person. If the Public Offering pursuant to any Registration Statement provided for under this Section 13.7 is made through underwriter(s), no action or failure to act on the part of such underwriter(s) (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to this Section 13.7. If the Public Offering pursuant to any Registration Statement provided for under this Article XIII is made through underwriter(s), the Company agrees to enter into an underwriting agreement in customary form with such underwriter(s) and the Exchange ActCompany agrees to indemnify such underwriter(s), their officers, directors, managers, employees and agents, if any, and each Person, if any, who controls such underwriter(s) within the meaning of Section 15 of the Securities Act to the same extent as provided above in this Section 13.7 with respect to the indemnification of the Holders holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director, manager or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to indemnify ------------------------------ indemnifyand hold harmless, to the fullest extent permitted by law, each Designated Holder, its officers, directors, trustees, partners, employees, advisors and agents and each Person who controls (within the meaning of the 1933 Securities Act or the Exchange Act) such Designated Holder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation or defending such claim and any amounts paid in any settlement effected with the Company's consentinvestigation) arising out of or based upon (i) any untrue, or allegedly untrue, statement of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information concerning such Designated Holder furnished in writing to the Company by such Designated Holder expressly for use therein, including, without limitation, the information furnished to the Company pursuant to Section 8(b). The Company shall also indemnify provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Designated Holders of Registrable Securities.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------ indemnifyshall indemnify each of the Selling Stockholders, to the fullest extent permitted by law, each Holder, its officers, directors, partners, employees, advisors and agents and each Person person (if any) who controls (such Selling Stockholder within the meaning of Section 15 of the 1933 Securities Act or of 1933, as amended (the Exchange "Act) such Holder from and "), against any and all losses, claims, damages, damages and liabilities and expenses expense (including all reasonable costs fees and disbursements of investigation counsel incurred in defending against any such claim, damage or defending such claim and liability) caused by any amounts paid in any settlement effected with the Company's consent) arising out of untrue statement or based upon (i) any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any the registration statementstatement filed or to be filed with the Securities and Exchange Commission (the "Commission"), prospectus or preliminary prospectus or notification or offering circular (in connection with the Public Offering, as the same may be amended or supplemented if from time to time (the Company shall have furnished any amendments or supplements thereto"Registration Statement") or (ii) in any prospectus filed with, or delivered to, the Commission in connection with the Public Offering, or caused by any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading; provided, except however, -------- ------- insofar as the same such losses, claims, damages, or liabilities are caused by an untrue statement of a material fact contained in, or contained in any material fact omitted from, information relating to a Selling Stockholder furnished in writing to the Company by such Holder expressly Selling Stockholder for use therein. The in the Registration Statement or any amendment or supplement thereto, or any such prospectus, then the Company shall also have no obligation hereunder to indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls Selling Stockholder furnishing such underwriters (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securitiesinformation.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------ indemnify, to the fullest extent permitted by law, shall indemnify and hold harmless each Holder, its officers, respective officers and directors, partners, employees, advisors and agents and each Person Person, if any, who controls (such Holder within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act) such Holder from Act and any agents, representatives or advisers thereof against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation or defending such claim and any amounts paid in any settlement effected with the Company's consent) arising out of or based upon (i) any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus any Prospectus or preliminary prospectus Prospectus, or notification any amendment or offering circular (as amended or supplemented if supplement to any of the Company shall have furnished any amendments or supplements thereto) or foregoing, (ii) any omission 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 a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are caused by based upon, any such untrue statement or contained omission made in any reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by such Holder the Holders or their counsel expressly for use therein. The In connection with an Underwritten Offering, the Company shall also indemnify any the underwriters of the Registrable Securitiesthereof, their officers, directors and employees agents and each Person who controls such underwriters (within the meaning of Section 15 of the 1933 Securities Act and or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable SecuritiesHolders.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------ shall indemnify, to ------------------------------ the fullest full extent permitted by law, each HolderHolder of Registrable Securities, its officers, directors, partnersemployees and agents, employees, advisors and agents and each Person who controls such Holder (within the meaning of the 1933 Act or the Exchange Securities Act) such Holder from and any investment adviser thereof or agent therefor, against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation or defending such claim and any amounts paid in any settlement effected with the Company's consentlegal expenses) arising out of or based upon (i) any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in any registration statementstatement covering any Registrable Securities, any related prospectus or preliminary prospectus prospectus, or notification any amendment or offering circular (as amended supplement thereto, or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) any omission or alleged omission to state therein in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, except insofar in each case insofar, but only insofar, as the same are caused by arises out of or contained is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in any such registration statement, prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder expressly for use therein. This indemnity is in addition to any liability that the Company may otherwise have. The Company shall shall, if requested by the managing underwriter or underwriters of such offering, also indemnify any underwriters of the Registrable Securities, selling brokers, dealer managers and similar securities industry professionals participating in the distribution and their officers, officers and directors and employees and each Person who controls such underwriters or other Persons (within the meaning of the 1933 Act and the Exchange Securities Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securitiesand other specified Persons.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------ indemnify------------------------------- indemnify and hold harmless, to the fullest extent permitted by law, each Designated Holder, its officers, directors, trustees, partners, employees, advisors and agents and each Person who controls (within the meaning of the 1933 Securities Act or the Exchange Act) such Designated Holder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation or defending such claim and any amounts paid in any settlement effected with the Company's consentinvestigation) arising out of or based upon (i) any untrue, or allegedly untrue, statement of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information concerning such Designated Holder furnished in writing to the Company by such Designated Holder expressly for use therein, including, without limitation, the information furnished to the Company pursuant to Section 8(b). The Company shall also indemnify provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Designated Holders of Registrable Securities.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------ indemnifyshall indemnify each of the Selling Stockholders, to the fullest extent permitted by law, each Holder, its officers, directors, partners, employees, advisors and agents and each Person person (if any) who controls (such Selling Stockholder within the meaning of Section 15 of the 1933 Securities Act or of 1933, as amended (the Exchange "Act) such Holder from and "), against any and all losses, claims, damages, damages and liabilities and expenses expense (including all reasonable costs fees and disbursements of investigation counsel incurred in defending against any such claim, damage or defending such claim and liability) caused by any amounts paid in any settlement effected with the Company's consent) arising out of untrue statement or based upon (i) any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any the registration statementstatement filed or to be filed with the Securities and Exchange Commission (the "Commission"), prospectus or preliminary prospectus or notification or offering circular (in connection with the Public Offering, as the same may be amended or supplemented if from time to time (the Company shall have furnished any amendments or supplements thereto"Registration Statement") or (ii) in any prospectus filed with, or delivered to, the Commission in connection with the Public Offering, or caused by any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading; provided, except however, insofar as the same such losses, claims, damages, or liabilities are caused by an untrue statement of a material fact contained in, or contained in any material fact omitted from, information relating to a Selling Stockholder furnished in writing to the Company by such Holder expressly Selling Stockholder for use therein. The in the Registration Statement or any amendment or supplement thereto, or any such prospectus, then the Company shall also have no obligation hereunder to indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls Selling Stockholder furnishing such underwriters (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securitiesinformation.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------ indemnifyshall indemnify each of the Selling Stockholders, to the fullest extent permitted by law, each Holder, its officers, directors, partners, employees, advisors and agents and each Person person (if any) who controls (such Selling Stockholder within the meaning of Section 15 of the 1933 Securities Act or of 1933, as amended (the Exchange "Act) such Holder from and "), against any and all losses, claims, damages, damages and liabilities and expenses expense (including all reasonable costs fees and disbursements of investigation counsel incurred in defending against any such claim, damage or defending such claim and liability) caused by any amounts paid in any settlement effected with the Company's consent) arising out of untrue statement or based upon (i) any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any the registration statementstatement filed or to be filed with the Securities and Exchange Commission (the "Commission"), prospectus or preliminary prospectus or notification or offering circular (in connection with the Public Offering, as the same may be amended or supplemented if from time to time (the Company shall have furnished any amendments or supplements thereto"Registration Statement") or (ii) in any prospectus filed with, or delivered to, the Commission in connection with the Public Offering, or caused by any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading; provided, except however, insofar as the same such losses, claims, -------- ------- damages, or liabilities are caused by an untrue statement of a material fact contained in, or contained in any material fact omitted from, information relating to a Selling Stockholder furnished in writing to the Company by such Holder expressly Selling Stockholder for use therein. The in the Registration Statement or any amendment or supplement thereto, or any such prospectus, then the Company shall also have no obligation hereunder to indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls Selling Stockholder furnishing such underwriters (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securitiesinformation.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------ indemnify, to the fullest extent permitted by lawindemnify and hold harmless each Selling Member, each HolderPerson, its if any, who controls such Selling Member within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, agents, general and limited partners, employees, advisors members (for Selling Members that are limited liability companies) and agents employees of each Selling Member and each such controlling Person who controls (within the meaning of the 1933 Act or the Exchange Act) such Holder from and against any and all losses, claims, damages, liabilities (joint or several), and expenses (including reasonable costs of investigation or defending such claim and any amounts paid in any settlement effected with the Company's consentattorneys' fees) arising out of or based upon (i) any untrue, untrue statement or allegedly untrue, alleged untrue statement of a material fact contained in any registration statementstatement or prospectus relating to the Registrable Units or in any amendment or supplement thereto or in any preliminary prospectus, prospectus or preliminary prospectus arising out of or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same such losses, claims, damages, liabilities or expenses arise out of, or are caused by based upon and in conformity with, any such untrue statement or contained in any omission or allegation thereof based upon information furnished in writing to the Company by such Holder Selling Member or on such Selling Member's behalf expressly for use therein. The Company shall also agrees to indemnify any underwriters of the Registrable SecuritiesUnits, their officers, officers and directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Act and the Exchange Act) to on substantially the same extent basis as provided above with respect to that of the indemnification of the Holders of Registrable SecuritiesSelling Members provided in this Section 12.6(a).

Indemnification; Contribution. (ai) Indemnification by the Company. The Company hereby agrees to ------------------------------ indemnify, indemnify and hold harmless to the fullest extent permitted by law, law each holder of Registrable Securities registered pursuant to Subsection 3(a) or Subsection 3(b) hereof (a "Participating Holder"), its officers, directors, partners, employees, advisors employees and agents if any, and each Person person, if any, who controls (such holder within the meaning of Section 15 of the 1933 Securities Act or and Section 20 of the Exchange Act) such Holder from and , against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation under the Securities Act, common law and otherwise) (collectively, "Claims"), joint or defending such claim and any amounts paid in any settlement effected with the Company's consent) arising several, which arise out of or are based upon (iA) any untrue, untrue statement or allegedly untrue, alleged untrue statement of a material fact contained in any registration statement, prospectus amendment or preliminary prospectus supplement thereto or notification document incorporated by reference or in any filing made in connection with the registration or qualification of the offering circular under "blue sky" or other securities laws of jurisdictions in which the Participating Holder's Registrable Securities are offered (as amended collectively, "Security Filings"), or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) any omission or alleged omission to state 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, except insofar as the same are caused by and (B) any untrue statement or alleged untrue statement of a material fact contained in (1) any information furnished in writing preliminary prospectus, if used prior to the Company by effective date of such Holder expressly for use therein. The Company shall also indemnify any underwriters of registration statement (unless such statement is corrected in the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Act final prospectus and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.Company has previously furnished

Indemnification; Contribution. (ai) Indemnification by the Company. The Company agrees to ------------------------------ indemnifyRegistrant will, to the fullest extent permitted by law, each Holderindemnify, defend and hold harmless BecoCom, its officers, directors, partnersstockholders, employeesagents, advisors and agents employees and each Person who controls "controls" (within the meaning of the 1933 Act or the Exchange Securities Act) such Holder BecoCom, from and against any and all losses, claims, damages, liabilities and expenses (whatsoever, as incurred, including any of the foregoing and reasonable costs fees and expenses of investigation counsel incurred in investigating, preparing or defending such claim and any against, or aggregate amounts paid in settlement of, any settlement effected with the Company's consent) litigation, action, investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon, caused by or arising out of, any violation of the Securities Act, including, without limitation, any untrue or based upon (i) any untrue, or allegedly untrue, alleged untrue statement of a material fact by the Registrant contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or notification any amendment thereof or offering circular (as amended supplement thereto, or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company Registrant by such Holder expressly for use therein. The Company shall also indemnify any underwriters BecoCom, or by BecoCom's failure to deliver a copy of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within Registration Statement or prospectus or any amendments or supplements thereto after the meaning Registrant has furnished BecoCom with a sufficient number of copies of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securitiessame.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------ indemnify, ------------------------------ to the fullest extent permitted by law, each Designated Holder, its officers, directors, partners, employees, advisors and agents and each Person who controls (within the meaning of the 1933 Act or the Exchange Act) such Designated Holder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation or defending such claim and any amounts paid in any settlement effected with the Company's consentinvestigation) arising out of or based upon (i) any untrue, or allegedly untrue, statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Designated Holder expressly for use therein. The Company shall also indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Designated Holders of Registrable Securities.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------ indemnify, to the fullest extent permitted by law, each Holderholder of Registrable Securities, its officers, directors, partners, employees, advisors and agents and each Person who controls (within the meaning of the 1933 Act or the Exchange Act) such Holder holder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation or defending such claim and any amounts paid in any settlement effected with the Company's consentinvestigation) arising out of or based upon (i) any untrue, or allegedly alleged untrue, statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder holder expressly for use thereintherein or a failure by such holder to deliver an updated prospectus that has been filed with the SEC. The Company shall also indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders holders of Registrable Securities.

Indemnification; Contribution. (a) Indemnification by the CompanyVGT. The Company VGT agrees to ------------------------------ indemnify, to the fullest ---------------------- extent permitted by law, each Designated Holder, its officers, directors, partners, employees, advisors and agents and each Person who controls (within the meaning of the 1933 Act or the Exchange Act) such Designated Holder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation or defending such claim and any amounts paid in any settlement effected with the Company's consentinvestigation) arising out of or based upon (i) any untrue, or allegedly untrue, statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company VGT shall have furnished any amendments or supplements thereto) or (ii) arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company VGT by such Designated Holder expressly for use therein. The Company VGT shall also indemnify any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Designated Holders of Registrable Securities.

Indemnification; Contribution. (a) Indemnification by the Company. The Company ------------------------------ agrees to ------------------------------ indemnifyindemnify and hold harmless, to the fullest extent permitted by law, each Designated Holder, its officers, directors, trustees, partners, employees, advisors and agents and each Person who controls (within the meaning of the 1933 Securities Act or the Exchange Act) such Designated Holder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation or defending such claim and investigation) caused by any amounts paid in any settlement effected with the Company's consent) arising out of or based upon (i) any untrue, or allegedly untrue, untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or (ii) caused by any omission 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 a prospectus, in light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information concerning such Designated Holder furnished in writing to the Company by such Designated Holder expressly for use thereintherein or caused by such Designated Xxxxxx's failure to deliver a copy of the prospectus or any amendments or supplements thereto in accordance with the requirements of the Securities Act after the Company has furnished such Designated Holder with a copy of the same. The Company shall also indemnify provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of the 1933 Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Designated Holders of Registrable Securities.