INDEMNIFICATION FOR CONTROLLING PERSON LIABILITY Sample Clauses

INDEMNIFICATION FOR CONTROLLING PERSON LIABILITY. In addition to the indemnification provided for in Section 3.7(a), the Parent shall indemnify each holder of Registrable Securities, its officers, partners, directors, partners and agents, if any, and each Person, if any, who controls such holder within the meaning of section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses, joint or several, in each case, under the Securities Act, the Exchange Act, common law or otherwise, resulting from: (i) any violation by the Parent of the provisions of the Securities Act or the Exchange Act; (ii) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment thereto or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or 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 any prospectus, in light of the circumstances under which they were made) not misleading, whether or not, in each such case, the registration statement or amendment thereto or prospectus (or amendment or supplement thereto) or preliminary prospectus related or relates to any offering or sale of Registrable Securities by any holder; and (iii) any other untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact necessary to make the statements in any document issued or delivered to any purchaser or potential purchaser or filed with the SEC pursuant to section 13 or section 15(d) of the Exchange Act (in light of the circumstances under which they were made) not misleading, in each case, in connection with any offering or sale of Securities of the Parent by any Person, whether or not such Securities offered or sold are or were registered or required to be registered under the Securities Act; in each such case, to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses, joint or several, are alleged to result from or exist by virtue of the fact that any holder of Registrable Securities controls or is alleged to control (within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act) the Parent or any Subsidiary or Affiliate, whether such claim or allegation arises under section 15 of the Secu...