Common use of Indemnities to the Company Clause in Contracts

Indemnities to the Company. The Company and any of its Subsidiaries may require from all Stockholders seeking to participate in a registered offering, as a condition to including any securities in any registration statement filed pursuant to this Section 6, that the Company and any of its Subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless the Company and any of its Subsidiaries, each director of the Company or any of its Subsidiaries, each officer of the Company or any of its Subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its Subsidiaries through an instrument executed by such seller specifically stating that it is intended for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries or any such director, officer or controlling Person and shall survive any transfer of securities.

Indemnities to the Company. The Company and any In the event of its Subsidiaries may require from all Stockholders seeking to participate in a registered offering, as a condition to including any securities in any registration statement filed of Registrable Securities under the Securities Act pursuant to this Section 62 hereof, that the Company Investors, jointly and any of its Subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securitiesseverally, to will, and hereby do, indemnify and hold harmless (in the Company same manner and any of its Subsidiariesto the same extent as set forth in Section 6.1 hereof) the Company, each director of the Company or any of its SubsidiariesCompany, each officer of the Company or any of its Subsidiaries who shall sign such registration statement and each other Person person (other than such sellerthe Investors), if any, who controls the Company and any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, with respect to any untrue statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary final prospectus included therein, or any amendment or supplement thereto, or any document incorporated therein, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investors expressly for inclusion therein, provided that the Investors shall not be liable to the Company in any of its Subsidiaries through an instrument executed by case in which such seller specifically stating that it is intended for use untrue statement or alleged untrue statement or omission or alleged omission was contained in the preparation of such registration statement, a preliminary prospectus and corrected in a final or amended prospectus, and the Company failed to deliver a copy of the final prospectusor amended prospectus at or prior to the confirmation of the sale of the securities to the person asserting any such loss, summary prospectusclaim, amendment damage or supplementliability in any case in which such delivery is required by the Securities Act. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries Company or any such director, officer or controlling Person person and shall survive any transfer of securitiesRegistrable Securities.

Indemnities to the Company. The Subject to Section 3.4.4, the Company and any of its Subsidiaries subsidiaries may require from all Stockholders seeking to participate in a registered offeringrequire, as a condition to including any securities in any registration statement filed pursuant to this Section 63, that the Company and any of its Subsidiaries subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, severally and not jointly, to indemnify and hold harmless (in the same manner and to the same extent as provided in Section 3.4.1) the Company and any of its Subsidiariessubsidiaries, each director of the Company or any of its Subsidiariessubsidiaries, each officer of the Company or any of its Subsidiaries subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each other prospective seller of such securities and prospective underwriter with respect to any untrue statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its Subsidiaries subsidiaries through an instrument executed by such seller specifically stating that it is intended for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other document or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries subsidiaries or any such director, officer or controlling Person and shall survive any transfer of securitiessecurities or any termination of this Agreement.

Indemnities to the Company. The Company and any of its Subsidiaries may require from all Stockholders seeking to participate in a registered offeringrequire, as a condition to including any securities in any registration statement filed pursuant to this Section 65, that the Company and any of its Subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless the Company and any of its Subsidiaries, each director of the Company or any of its Subsidiaries, each officer of the Company or any of its Subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each other prospective seller of such securities with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its Subsidiaries through an instrument executed by such seller specifically stating that it is intended for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other document or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries or any such director, officer or controlling Person and shall survive any transfer of securities.

Indemnities to the Company. The Company and any of its Subsidiaries may require from all Stockholders seeking to participate in a registered offeringrequire, as a condition to including any securities in any registration statement filed pursuant to this Section 65, that the Company and any of its Subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless the Company and any of its SubsidiariesCompany, each manager or director of the Company or any of its Subsidiariesdirect or indirect subsidiaries, each officer of the Company or any of its Subsidiaries direct or indirect subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries direct or indirect subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary final prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including, without limitation, reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its Subsidiaries direct or indirect subsidiaries through an instrument executed by such seller specifically stating that it is intended for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other document or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries direct or indirect subsidiaries or any such manager, director, officer or controlling Person and shall survive any transfer of securities.

Indemnities to the Company. The Company and any In the event of its Subsidiaries may require from all Stockholders seeking to participate in a registered offering, as a condition to including any securities in any registration statement filed of Registrable Securities pursuant to this Section 610.1 or 10.2, that the Company each selling Shareholder will, and any of its Subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securitieshereby does, to indemnify and hold harmless (in the Company same manner and any of its Subsidiariesto the same extent as set forth in Section 10.6.1 hereof) the Company, each director of the Company or any of its SubsidiariesCompany, each officer of the Company or any of its Subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary final prospectus included therein, or any amendment or supplement thereto, or any document incorporated therein, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or any on behalf of its Subsidiaries through an instrument executed by such seller specifically stating expressly for inclusion therein, provided that it is intended for use the Shareholder shall not be liable to the Company in the preparation of any case in which such registration statement, untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and the Company failed to deliver a copy of the final prospectusor amended prospectus at or prior to the confirmation of the sale of the securities to the person asserting any such loss, summary prospectusclaim, amendment damage or supplementliability in any case in which such delivery is required by the Securities Act. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries Company or any such director, officer or controlling Person and shall survive any transfer of securitiesRegistrable Securities.

Indemnities to the Company. The Company and any of its Subsidiaries may require from all Stockholders seeking to participate in a registered offeringrequire, as a condition to including any securities in any registration statement filed pursuant to this Section 6Agreement, that the Company and any of its Subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, severally (as to itself) and not jointly to indemnify and hold harmless the Company and any of its Subsidiaries, each director of the Company or any of its Subsidiaries, each officer of the Company or any of its Subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each other prospective seller of such securities with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including, without limitation, reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its Subsidiaries through an instrument executed by such seller specifically stating that it is intended for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementthereof and that it is used as so specified. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries or any such director, officer or controlling Person and shall survive any transfer of securities.

Indemnities to the Company. The Company and any of its Subsidiaries -------------------------- subsidiaries may require from all Stockholders seeking to participate in a registered offeringrequire, as a condition to including any securities in any registration statement filed pursuant to this Section 68, that the Company and any of its Subsidiaries subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless the Company and any of its Subsidiariessubsidiaries, each director -34- Omega Holdings, Inc. Stockholders Agreement -------------------------------------------------------------------------------- of the Company or any of its Subsidiariessubsidiaries, each officer of the Company or any of its Subsidiaries subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, (each such person being also referred to herein as a "Covered Person" ), with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary final prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including without limitation reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if and solely to the extent that such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or to any of its Subsidiaries subsidiaries through an instrument executed by such seller specifically stating that it is intended for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other document or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries subsidiaries, or any such director, officer or controlling Person and shall survive any transfer of securities.

Indemnities to the Company. The Company and any of its -------------------------- Subsidiaries may require from all Stockholders seeking to participate in a registered offeringrequire, as a condition to including any securities in any registration statement filed pursuant to this Section 67, that the Company and any of its Subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless the Company and any of its Subsidiaries, each director of the Company or any of its Subsidiaries, each officer of the Company or any of its Subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person also being referred to herein as a "Covered Person"), with respect to any statement in or omission from such registration statementstatement (or any violation by the Company of any federal, state or common law rule or regulation applicable to the Company), any preliminary prospectus, final prospectus or summary final prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including without limitation reports and other documents filed under the Exchange Act) or other document or report, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or to any of its Subsidiaries through an instrument executed by such seller specifically stating that it is intended for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement or other disclosure document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries Subsidiaries, or any such director, officer or controlling Person and shall survive any transfer of securities.

Indemnities to the Company. The Company and any In the event of its Subsidiaries may require from all Stockholders seeking to participate in a registered offering, as a condition to including any securities in any registration statement filed of Registrable Securities pursuant to this Section 62 or 3, that the Company each selling Holder will, and any of its Subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securitieshereby does, to indemnify and hold harmless (in the Company same manner and any of its Subsidiariesto the same extent as set forth in Section 5.1 hereof) the Company, each director of the Company or any of its SubsidiariesCompany, each officer of the Company or any of its Subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary final prospectus included therein, or any amendment or supplement thereto, or any document incorporated therein, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or any on behalf of its Subsidiaries through an instrument executed by such seller specifically stating expressly for inclusion therein, provided that it is intended for use the Holder shall not be liable to the Company in the preparation of any case in which such registration statement, untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and the Company failed to deliver a copy of the final prospectusor amended prospectus at or prior to the confirmation of the sale of the securities to the person asserting any such loss, summary prospectusclaim, amendment damage or supplementliability in any case in which such delivery is required by the Securities Act. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries Company or any such director, officer or controlling Person and shall survive any transfer of securitiesRegistrable Securities.

Indemnities to the Company. The Company and any In the event of its Subsidiaries may require from all Stockholders seeking to participate in a registered offering, as a condition to including any securities in any registration statement filed of Registrable Securities pursuant to this Section 67.1 or 7.2, that the Company each selling Shareholder will, and any of its Subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securitieshereby does, to indemnify and hold harmless (in the Company same manner and any of its Subsidiariesto the same extent as set forth in Section 7.6.1 hereof) the Company, each director of the Company or any of its SubsidiariesCompany, each officer of the Company or any of its Subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary final prospectus included therein, or any amendment or supplement thereto, or any document incorporated therein, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or any on behalf of its Subsidiaries through an instrument executed by such seller specifically stating expressly for inclusion therein, provided that it is intended for use the Shareholder shall not be liable to the Company in the preparation of any case in which such registration statement, untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and the Company failed to deliver a copy of the final prospectusor amended prospectus at or prior to the confirmation of the sale of the securities to the person asserting any such loss, summary prospectusclaim, amendment damage or supplementliability in any case in which such delivery is required by the Securities Act. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries Company or any such director, officer or controlling Person and shall survive any transfer of securitiesRegistrable Securities.

Indemnities to the Company. The Company and any of its Subsidiaries may require from all Stockholders seeking to participate in a registered offeringrequire, as a condition to including any securities in any registration statement filed pursuant to this Section 67, that the Company and any of its Subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless the Company and any of its Subsidiaries, each director of the Company or any of its Subsidiaries, each officer of the Company or any of its Subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, with respect to any statement in or omission from such registration statementstatement (or any violation by the Company of any federal, state or common law rule or regulation applicable to the Company), any preliminary prospectus, final prospectus or summary final prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including without limitation reports and other documents filed under the Exchange Act) if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or to any of its Subsidiaries through an instrument executed by such seller specifically stating that it is intended for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement or other disclosure document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries Subsidiaries, or any such director, officer or controlling Person and shall survive any transfer of securities.

Indemnities to the Company. The Company and any of its Subsidiaries may require from all Stockholders seeking to participate in a registered offeringrequire, as a condition to including any securities in any registration statement filed pursuant to this Section 6Agreement, that the Company and any of its Subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless the Company and any of its Subsidiaries, each director of the Company or any of its Subsidiaries, each officer of the Company or any of its Subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each other prospective seller of such securities with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including, without limitation, reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such statement or omission was made in reliance upon and in conformity with written information furnished to the - 24 - Company or any of its Subsidiaries through an instrument executed by such seller specifically stating that it is intended for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementthereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries or any such director, officer or controlling Person and shall survive any transfer of securities.

Indemnities to the Company. The Subject to Section 2.5.4, the Company and any of its Subsidiaries subsidiaries may require from all Stockholders seeking to participate in a registered offeringrequire, as a condition to including any securities in any registration statement filed pursuant to this Section 62, that the Company and any of its Subsidiaries subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, severally and not jointly, to indemnify and hold harmless the EEXHIBIT Company and any of its Subsidiariessubsidiaries, each director of the Company or any of its Subsidiariessubsidiaries, each officer of the Company or any of its Subsidiaries subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its Subsidiaries subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each other prospective seller of such securities with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its Subsidiaries subsidiaries through an instrument executed by or on behalf of such seller specifically stating that it is intended for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other document or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its Subsidiaries subsidiaries or any such director, officer or controlling Person and shall survive any transfer of securitiessecurities or any termination of this Agreement.