Common use of Indemnification Regarding Disclosures Clause in Contracts

Indemnification Regarding Disclosures. (a) The Company agrees to indemnify each Investor and each Investor’s officers, directors, employees, agents, representatives and affiliates, and each person, if any, that controls the Investor within the meaning of the Securities Act (each, an “Indemnitee”), against any and all losses, liabilities and expenses (including reasonable fees and expenses of attorneys and other professionals) arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement, prospectus or prospectus supplement that includes Registrable Securities owned by the Investor, or any amendments or supplements to any of them or any documents incorporated by reference in any of them or contained in any free writing prospectus prepared by the Company or authorized by it in writing for use by the Investor; or any omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company will not be liable to any Indemnitee to the extent that any loss, liability or expense results from (i) a claim relating to information provided in writing by the Investor or an underwriter of an offering that includes Registrable Securities owned by the Investor for use in connection with the applicable registration statement, prospectus or prospectus supplement, or (ii) an offer or sale effected by or on behalf of such Investor “by means of” (as defined in Rule 159A under the Securities Act) a “free writing prospectus” that was not prepared or authorized in writing by the Company. (b) If the indemnification provided for in Section 8.3(a) is not available to an Indemnitee with respect to any loss, liability or expenses referred to in that Section or is not sufficient to hold the Indemnitee harmless as contemplated in that Section, then the Company, in lieu of indemnifying that Indemnitee, will contribute to the amount paid or payable by that Indemnitee in such proportion as is appropriate to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the other hand, in connection with the statements or omissions which resulted in the loss, liability or expenses as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Indemnitee, on the other hand, will be determined by reference to, among other factors, whether the untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the statement or omission. The Company and the Investors agree that it would not be just and equitable if contribution under this Section 8.3 were determined by pro rata allocation or by any other method of allocation that does not take account of those equitable considerations. No Indemnitee that is guilty of fraudulent misrepresentation (as that term is used with regard to Section 11(f) of the Securities Act) will be entitled to contribution from the Company if the Company was not guilty of fraudulent misrepresentation.

Indemnification Regarding Disclosures. (a) The Company agrees to indemnify each Investor and each Investor’s officers, directors, employees, agents, representatives and affiliates, and each person, if any, that controls the Investor within the meaning of the Securities Act (each, an “Indemnitee”), against any and all losses, liabilities and expenses (including reasonable fees and expenses of attorneys and other professionals) arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement, prospectus or prospectus supplement that includes Registrable Securities owned by the Investor, or any amendments or supplements to any of them or any documents incorporated by reference in any of them or contained in any free writing prospectus prepared by the Company or authorized by it in writing for use by the Investor; or any omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company will not be liable to any Indemnitee to the extent that any loss, liability or expense results from (i) a claim relating to information provided in writing by the Investor or an underwriter of an offering that includes Registrable Securities owned by the Investor for use in connection with the applicable registration statement, prospectus or prospectus supplement, or (ii) an offer or sale effected by or on behalf of such Investor “by means of” (as defined in Rule 159A under the Securities Act) a “free writing prospectus” that was not prepared or authorized in writing by the Company. (b) If the indemnification provided for in Section 8.3(a) is not available to an Indemnitee with respect to any loss, liability or expenses referred to in that Section or is not sufficient to hold the Indemnitee harmless as contemplated in that Section, then the Company, in lieu of indemnifying that Indemnitee, will contribute to the amount paid or payable by that Indemnitee in such proportion as is appropriate to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the other hand, in connection with the statements or omissions which resulted in the loss, liability or expenses as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Indemnitee, on the other hand, will be determined by reference to, among other factors, whether the untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the statement or omission. The Company and the Investors agree that it would not be just and equitable if contribution under this Section 8.3 were determined by pro rata allocation or by any other method of allocation that does not take account of those equitable considerations. No Indemnitee that is guilty of fraudulent misrepresentation (as that term is used with regard to Section 11(f) of the Securities Act) will be entitled to contribution from the Company if the Company was not guilty of fraudulent misrepresentation.

Indemnification Regarding Disclosures. (a) The Company agrees to indemnify each Investor and each Investor’s officers, directors, employees, agents, representatives and affiliates, and each person, if any, that controls the Investor within the meaning of the Securities Act (each, an “Indemnitee”), against any and all losses, liabilities and expenses (including reasonable fees and expenses of attorneys and other professionals) arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement, prospectus or prospectus supplement that includes Registrable Securities owned by the Investor, or any amendments or supplements to any of them or any documents incorporated by reference in any of them or contained in any free writing prospectus prepared by the Company or authorized by it in writing for use by the Investor; or any omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company will not be liable to any Indemnitee to the extent that any loss, liability or expense results from (i) a claim relating to information provided in writing by the Investor or an underwriter of an offering that includes Registrable Securities owned by the Investor for use in connection with the applicable registration statement, prospectus or prospectus supplement, or (ii) an offer or sale effected by or on behalf of such Investor “by means of” (as defined in Rule 159A under the Securities Act) a “free writing prospectus” that was not prepared or authorized in writing by the Company. (b) If the indemnification provided for in Section 8.3(a) is not available to an Indemnitee with respect to any loss, liability or expenses referred to in that Section or is not sufficient to hold the Indemnitee harmless as contemplated in that Section, then the Company, in lieu of indemnifying that Indemnitee, will contribute to the amount paid or payable by that Indemnitee in such proportion as is appropriate to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the other hand, in connection with the statements or omissions which resulted in the loss, liability or expenses as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Indemnitee, on the other hand, will be determined by reference to, among other factors, whether the untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the statement or omission. The Company and the Investors agree that it would not be just and equitable if contribution under this Section 8.3 were determined by pro rata allocation or by any other method of allocation that does not take account of those equitable considerations. No Indemnitee that is guilty of fraudulent misrepresentation (as that term is used with regard to Section 11(f) of the Securities Act) will be entitled to contribution from the Company if the Company was not guilty of fraudulent misrepresentation.

Indemnification Regarding Disclosures. (a) The Company agrees to indemnify each Investor and each Investor’s officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, that controls the Investor within the meaning of the Securities Act (each, an “Indemnitee”), against any and all losses, liabilities and expenses (including reasonable fees and expenses of attorneys and other professionals) arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement, prospectus or prospectus supplement that includes Registrable Securities owned by the Investor, or any amendments or supplements to any of them or any documents incorporated by reference in any of them or contained in any free writing prospectus prepared by the Company or authorized by it in writing for use by the Investor; or any omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company will not be liable to any Indemnitee to the extent that any loss, liability or expense results from (i) a claim relating to information provided in writing by the Investor or an underwriter of an offering that includes Registrable Securities owned by the Investor (unless the underwriter refused to include an indemnification in its underwriting agreement with the selling stockholders, but included an indemnification in its underwriting agreement with the Company), expressly for use in connection with the applicable registration statement, prospectus or prospectus supplement, or (ii) an offer or sale effected by or on behalf of such Investor “by means of” (as defined in Rule 159A under the Securities Act) a “free writing prospectus” that was not prepared or authorized in writing by the Company. (b) If the indemnification provided for in Section 8.3(a) is not available to an Indemnitee with respect to any loss, liability or expenses referred to in that Section or is not sufficient to hold the Indemnitee harmless as contemplated in that Section, then the Company, in lieu of indemnifying that Indemnitee, will contribute to the amount paid or payable by that Indemnitee in such proportion as is appropriate to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the other hand, in connection with the statements or omissions which resulted in the loss, liability or expenses as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Indemnitee, on the other hand, will be determined by reference to, among other factors, whether the untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the statement or omission. The Company and the Investors agree that it would not be just and equitable if contribution under this Section 8.3 were determined by pro rata allocation or by any other method of allocation that does not take account of those equitable considerations. No Indemnitee that is guilty of fraudulent misrepresentation (as that term is used with regard to Section 11(f) of the Securities Act) will be entitled to contribution from the Company if the Company was not guilty of fraudulent misrepresentation.

Indemnification Regarding Disclosures. (a) The Company agrees to indemnify each the Investor and each the Investor’s officers, directors, employees, agents, representatives and affiliates, and each person, if any, that controls the Investor within the meaning of the Securities Act (each, an “Indemnitee”), against any and all losses, liabilities and expenses (including reasonable fees and expenses of attorneys and other professionals) arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement, prospectus or prospectus supplement that includes Registrable Securities owned by the Investor, or any amendments or supplements to any of them or any documents incorporated by reference in any of them or contained in any free writing prospectus prepared by the Company or authorized by it in writing for use by the Investor; or any omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company will not be liable to any Indemnitee to the extent that any loss, liability or expense results from (i) a claim relating to information provided in writing by the Investor or an underwriter of an offering that includes Registrable Securities owned by the Investor for use in connection with the applicable registration statement, prospectus or prospectus supplement, or (ii) an offer or sale effected by or on behalf of such Investor “by means of” (as defined in Rule 159A under the Securities Act) a “free writing prospectus” that was not prepared or authorized in writing by the Company. (b) If the indemnification provided for in Section 8.3(a7.3(a) is not available to an Indemnitee with respect to any loss, liability or expenses referred to in that Section or is not sufficient to hold the Indemnitee harmless as contemplated in that Section, then the Company, in lieu of indemnifying that Indemnitee, will contribute to the amount paid or payable by that Indemnitee in such proportion as is appropriate to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the other hand, in connection with the statements or omissions which resulted in the loss, liability or expenses as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Indemnitee, on the other hand, will be determined by reference to, among other factors, whether the untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the statement or omission. The Company and the Investors Investor agree that it would not be just and equitable if contribution under this Section 8.3 7.3 were determined by pro rata allocation or by any other method of allocation that does not take account of those equitable considerations. No Indemnitee that is guilty of fraudulent misrepresentation (as that term is used with regard to Section 11(f) of the Securities Act) will be entitled to contribution from the Company if the Company was not guilty of fraudulent misrepresentation.