Common use of Indemnification for Vicarious Liability Clause in Contracts

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold each Investor who may be deemed to control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Indemnified Parties, of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or as a result of any action taken or omitted to be taken by them as a director, stockholder, representative or controlling person of the Company, without regard to any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Loss arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing and willful violation of any Law or Laws by an Indemnified Party, as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold each the Investor who may be deemed to control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Indemnified Parties, of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or as a result of any action taken or omitted to be taken by them as a director, stockholder, representative or controlling person of the Company, without regard to any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Loss arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing and willful violation of any Law or Laws by an Indemnified Party, as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold each Investor the Investors who may be deemed to control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Indemnified Parties, of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or as a result of any action taken or omitted to be taken by them as a director, stockholder, representative or controlling person of the Company, without regard to any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Loss arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing and willful violation of any Law or Laws by an Indemnified Party, as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this Agreement, the The Company agrees to shall defend, indemnify and hold each Investor Securityholder, their respective Affiliates and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees and agents and each person who may be deemed to control the Company controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange ActAct of 1934, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives as amended (collectively, the “Indemnified Parties” and each individually, an “Indemnified PartyCovered Persons”) harmless from and against any and all damages, liabilities, losses, claims, damages, obligations, liens, assessments, judgmentstaxes, fines, liabilities and other penalties, diminution in value, reasonable costs and expenses, expenses (including, without limitation, interestreasonable fees of a single counsel representing all the Covered Persons or, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as if the representations of all the Covered Persons by the same are actually incurred by counsel would be inappropriate under applicable standards of professional conduct, then as many counsel as may be needed under such standards of professional conduct to represent all of the Indemnified Parties, Covered Persons) of any kind or nature whatsoever (collectively whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing and consequential damages) (“Losses”) which may be sustained or suffered by any such Indemnified PartyCovered Person based upon, in their capacity as relating to, arising out of, or by reason of any third party or governmental claims relating to such Covered Person’s status as a result of any action taken or omitted to be taken by them as a directorsecurity holder, stockholder, representative creditor or controlling person of the CompanyCompany (including, without regard to limitation, any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims and all Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto), including, without limitation, in connection with any third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as security holder, creditor or controlling person, including claims alleging so-so called control person liability or securities law liability; provided, however, that the Cardtronics, Inc. First Amended and Restated Investors Agreement Company will not be liable to any Covered Person to the extent that such Loss arises Losses arise from and is are based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereofCovered Person, or (B) conduct by such Covered Person which is found to be fraud or willful misconduct in a knowing and willful violation of non appealable, final judgment. If the indemnification provided for in this Section 6.17 above for any Law or Laws by an Indemnified Party, as finally determined reason is held by a court of competent jurisdiction to be unavailable to a Covered Person in respect of any Losses referred to herein, then the Company, in lieu of indemnifying such Covered Person hereunder, shall contribute to the amount paid or payable by such Covered Person as a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Securityholders, or (Cii) if the allocation provided by clause (i) above is not permitted by applicable law in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Covered Person in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company and the Covered Person shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a fraudulent act material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnified Party as finally Company and the Covered Person and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the Company and the Securityholders agrees that it would not be just and equitable if contribution pursuant to this Section 6.17 were determined by a court pro rata or per capita allocation or by any other method of competent jurisdiction.allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Cardtronics, Inc. First Amended and Restated Investors Agreement

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold each Investor who may be deemed to control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActInvestor, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Parties” "INDEMNIFIED PARTIES" and each individually, an “Indemnified Party”"INDEMNIFIED PARTY") harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Indemnified Parties, of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or as a result of any action taken or omitted to be taken by them as a director, stockholder, representative or controlling person of the Company, without regard to any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”)"LAWS", including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liabilityliability ("INDEMNIFIABLE CLAIMS"); providedPROVIDED, howeverHOWEVER, that the Company will not be liable to the extent that such Loss loss, claim, damage, expense or liability arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing and willful violation of any Law or Laws by an Indemnified Party, Party as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this AgreementAgreement but except with respect to matters governed by Section 8.2 hereof, the Company agrees to defend, indemnify and hold each Investor who may be deemed to control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their affiliates and their respective its direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” "Indemnitees" and each individually, individually an “Indemnified Party”"Indemnitee") harmless from and against any [Stock Purchase and Redemption Agreement] and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities liabilities, and other reasonable costs and expenses, expenses (including, without limitation, interest, penalties and any investigation, reasonable legal and other expenses expenses) incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Indemnified Parties, of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered asserted by any such Indemnified Partythird party or governmental agency based on so-called control person liability, including, without limitation, in their capacity as connection with any such third party or as a result of governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by them any Indemnitee as a director, stockholder, representative director or controlling person of the CompanyCompany (including, without regard to the extent not covered by the Rights Agreement, any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims and all losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”otherwise, which relates directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto); PROVIDED, including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, howeverHOWEVER, that the Company will not be liable to the extent that such Loss loss, claim, damage, obligation, lien, assessment, judgment, fine, cost, expense or liability arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party Indemnitee specifically stating that it is for use in the preparation thereof, (B) a knowing and willful violation of any Law or Laws the federal securities laws by an Indemnified PartyIndemnitee, as finally determined by a court of competent jurisdiction or the arbitrator selected pursuant to Section 10.7 hereof; (C) a fraudulent act an Indemnitee's gross negligence or omission by the Indemnified Party willful misconduct as finally determined by the arbitrator selected pursuant to Section 10.7 hereof; or (D) where an Indemnitee did not act in good faith and in a court manner in the best interests of competent jurisdictionthe Company or, with respect to a criminal matter, the Indemnitee's conduct was unlawful, in each case as finally determined by the arbitrator selected pursuant to Section 10.7 hereof; and PROVIDED FURTHER, HOWEVER, that the Company shall have no indemnification liability to the extent prohibited by law, including, without limitation, the General Corporation Laws of Delaware.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this AgreementSubject to Section 7.2 hereof, the Company agrees shall, to defendthe full extent permitted by law, and in addition to any such rights that the Investors and persons serving as officers, directors, partners, employees or agents of each Investor may have pursuant to statute, the Company's Amended and Restated Certificate of Incorporation or By-laws, or otherwise, indemnify and hold harmless each Investor (including its respective directors, officers, partners, employees and agents, an "Indemnified Investor") and each person (a "Controlling Person") (collectively with the Indemnified Investors, the "Indemnified Parties" and individually an "Indemnified Party") who may be deemed to control the Company controls any of them within the meaning of Section 15 of the Securities Act Act, or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) harmless from and against any and all losses, claims, damages, obligationsexpenses and liabilities, liensjoint or several, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and including any investigation, legal and other expenses incurred in connection withwith the investigation, defense, settlement or appeal of, and any amount paid in settlement of, any action, suit or proceeding or any claim assertedasserted ("Losses" or "Loss"), as the same are actually incurred to which they, or any of them, may become subject by the Indemnified Parties, reason of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or status as a result of any action taken or omitted to be taken by them as a security holder, creditor, director, stockholderagent, representative or controlling person of the CompanyCompany (including, without regard to limitation, any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims and all Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”otherwise, which relates directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or any of its subsidiaries or to any fiduciary obligation owed with respect thereto), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Loss arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing . The indemnification and willful violation contribution provided for in this Section 6.1 will remain in full force and effect regardless of any Law investigation made by or Laws by an on behalf of the Indemnified PartyParties or any officer, as finally determined director, employee, agent or Controlling Person of the Indemnified Parties. If the indemnification provided for in this Section 6.1 is for any reason held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any Losses referred to therein, then the Company, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or (C) a fraudulent act or omission payable by the such Indemnified Party as finally a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Investor relating to such Indemnified Party or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Investor relating to such Indemnified Party in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. In connection with any registration of the Company's securities, the relative benefits received by the Company and the Investors shall be deemed to be in the same respective proportions as the net proceeds from the offering (before deducting expenses) received by the Company and the Investors, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Investors shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a court material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Investors and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Investors agree that it would not be just and equitable if contribution pursuant to the foregoing paragraph were determined by pro rata or per capita allocation or by any other method of competent jurisdictionallocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with any registration of the Company's securities, in no event shall an Investor be required to contribute any amount under this Section 6.1 in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investors or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

Indemnification for Vicarious Liability. (ai) Without limitation of any other provision of this AgreementIn connection with each Public Offering, the Company agrees to shall defend, indemnify and hold each Investor Member, its Affiliates and their respective direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees and agents and each person who may be deemed to control the Company controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives Act (collectively, the “Indemnified Parties” and each individually, an “Indemnified PartyCovered Persons”) harmless from and against any and all damages, liabilities, losses, claims, damages, obligations, liens, assessments, judgmentstaxes, fines, liabilities and other penalties, diminution in value, reasonable costs and expenses, expenses (including, without limitation, interestreasonable fees of a single counsel representing all the Covered Persons or, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as if the representation of all the Covered Persons by the same are actually incurred by counsel would be inappropriate under applicable standards of professional conduct, then as many counsel as may be needed under such standards of professional conduct to represent all of the Indemnified Parties, Covered Persons) of any kind or nature whatsoever (collectively including all amounts paid in investigation, defense or settlement of the foregoing and consequential damages) (“Losses”) which may be sustained or suffered by any such Indemnified PartyCovered Person based upon, in their capacity as relating to, arising out of, or by reason of any third party or governmental claims against such Covered Person based upon such Covered Person’s status as a result of any action taken or omitted to be taken by them as a directormember, stockholder, representative creditor or controlling person of the Company, without regard to Company (including any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims and all Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to any Covered Person to the extent that such Loss arises Losses arise from and is are based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, Covered Person or (B) conduct by such Covered Person which is found to constitute fraud or willful misconduct in a knowing and willful violation of any Law or Laws by an Indemnified Partynonappealable, as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction.final judgment

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this AgreementSubject to Section 7.2 hereof, the Company agrees shall, to defendthe full extent permitted by law, and in addition to any such rights that the Investors and persons serving as officers, directors, partners, employees or agents of each Investor (individually an "Indemnified Party" and collectively the "Indemnified Parties") may have pursuant to statute, the Company's Certificate of Incorporation or By-laws, or otherwise, indemnify and hold harmless each Investor (including its respective directors, officers, partners, employees and agents, an "Indemnified Investor") and each person (a "Controlling Person" and collectively with Indemnified Investors, the "Indemnified Parties") who may be deemed to control the Company controls any of them within the meaning of Section 15 of the Securities Act Act, or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) harmless from and against any and all losses, claims, damages, obligationsexpenses and liabilities, liensjoint or several, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and including any investigation, legal and other expenses incurred in connection withwith the investigation, defense, settlement or appeal of, and any amount paid in settlement of, any action, suit or proceeding or any claim assertedasserted ("Losses" or "Loss"), as the same are actually incurred to which they, or any of them, may become subject by the Indemnified Parties, reason of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or status as a result of any action taken or omitted to be taken by them as a security holder, creditor, director, stockholderagent, representative or controlling person of the Company, (including, without regard to limitation, any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims and all Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”otherwise, which relates directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Loss arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing . The indemnification and willful violation contribution provided for in this Section 6.1 will remain in full force and effect regardless of any Law investigation made by or Laws by an on behalf of the Indemnified PartyParties or any officer, as finally determined director, employee, agent or Controlling Person of the Indemnified Parties. If the indemnification provided for in this Section 6.1 is for any reason held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any Losses referred to therein, then the Company, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or (C) a fraudulent act or omission payable by the such Indemnified Party as finally a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Investor relating to such Indemnified Party or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Investor relating to such Indemnified Party in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. In connection with any registration of the Company's securities, the relative benefits received by the Company and the Investors shall be deemed to be in the same respective proportions as the net proceeds from the offering (before deducting expenses) received by the Company and the Investors, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Investors shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a court material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Investors and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Investors agree that it would not be just and equitable if contribution pursuant to the foregoing paragraph were determined by pro rata or per capita allocation or by any other method of competent jurisdictionallocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with any registration of the Company's securities, in no event shall an Investor be required to contribute any amount under this Section 6.1 in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investors or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.