Common use of Indemnities to the Company Clause in Contracts

Indemnities to the Company. Each seller of Registrable Shares, severally (and not jointly or jointly and severally), will indemnify and hold harmless the Company, each of its directors and officers and each underwriter, if any, and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such director, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company relating to such seller by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment, supplement or other disclosure document; provided, however, that the obligations of an Stockholder hereunder shall be limited to an amount equal to the net proceeds to the Stockholder arising from the sale of Registrable Shares as contemplated herein.

Indemnities to the Company. Each seller Subject to Section 3.4.4, the Company and any of Registrable Sharesits subsidiaries may require, as a condition to including any securities in any Registration Statement filed pursuant to this Section 3, that the Company and any of its subsidiaries shall have received an undertaking reasonably satisfactory to it from all prospective sellers of such securities, severally (and not jointly or jointly and severally)jointly, will to indemnify and hold harmless the CompanyCompany and any of its subsidiaries, each director of the Company or any of its directors and officers subsidiaries, each officer of the Company or any of its subsidiaries who shall sign such Registration Statement and each underwriter, if any, and each personother Person (other than such seller), if any, who controls the Company or and any such underwriter of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each other prospective seller of such securities against any losses, claims, damages or liabilitiesliabilities (or actions or proceedings in respect thereof), joint or several, to which the Company, such director, officer, underwriter Person may be or controlling person may become subject under the Securities Act, the Exchange Act, state any other securities or blue sky laws other law of any jurisdiction, the common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement in or alleged untrue statement of a material fact contained in any omission from such Registration Statement under which such Registrable Shares were registered under the Securities ActStatement, any preliminary prospectus, final prospectus or final summary prospectus contained in the Registration Statementincluded therein, or any amendment or supplement to the Registration Statementthereto, or any other disclosure documentdocument (including reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, or arise out of or are based upon any omission or alleged omission only to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the extent that such statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Company relating to or any of its subsidiaries through an instrument executed by such seller by or on behalf of such seller, specifically stating that it is for use in connection with the preparation of such Registration Statement, preliminary prospectus, amendmentfinal prospectus, supplement summary prospectus, amendment or supplement, incorporated document or other disclosure document; provideddocument or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, howeverany of its subsidiaries or any such director, that the obligations officer or controlling Person and shall survive any transfer of an Stockholder hereunder shall be limited to an amount equal to the net proceeds to the Stockholder arising from the sale securities or any termination of Registrable Shares as contemplated hereinthis Agreement.

Indemnities to the Company. Each seller of Registrable Shares, severally (and not jointly or jointly and severally), will indemnify and hold harmless the Company, each of its directors and officers and each underwriter, if any, and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such director, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company relating to such seller by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment, supplement or other disclosure document; provided, however, that the obligations of an Stockholder Investor or Management and Xxxxxx Party hereunder shall be limited to an amount equal to the net proceeds to the Stockholder Investors and Management and Xxxxxx Parties arising from the sale of Registrable Shares as contemplated herein.

Indemnities to the Company. Each In the event of any registration of Registrable Securities pursuant to Section 2 or 3, each seller of Registrable SharesSecurities will, severally (and not jointly or jointly and severally)hereby does, will indemnify and hold harmless the Company, each director of its directors and officers the Company, each officer of the Company who shall sign such registration statement and each underwriter, if any, and each personother person (other than such seller), if any, who controls the Company or any such underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act(each such person being referred to in this Section 7.2 as a "Covered Person"), against any losses, claims, damages or liabilities, joint or several, to which the Company, such director, officer, underwriter Covered Person may be or controlling person may become subject under the Securities Act, the Exchange Act, state any other securities or blue sky laws other law of any jurisdiction, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained or incorporated by reference in any Registration Statement under which such Registrable Shares were registered registration statement under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statementincluded therein, or any related summary prospectus, or any amendment or supplement to the Registration Statementthereto, or any other disclosure documentdocument incorporated by reference therein, or arise out of or are based upon (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, and will reimburse such Covered Person for any legal or any other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that such seller of Registrable Securities shall be liable hereunder in any such case only if and to the extent that such statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Company relating to such seller by or on behalf of such sellerseller expressly for inclusion therein; and provided, specifically for use further, that such seller of Registrable Securities shall have no liability hereunder if such untrue statement or alleged untrue statement or omission or alleged omission was contained in connection with the preparation of such Registration Statement, a preliminary prospectus and corrected in a final or amended prospectus, amendment, supplement and the Company failed to deliver a copy of the final or other disclosure document; provided, however, that the obligations of an Stockholder hereunder shall be limited to an amount equal amended prospectus at or prior to the net proceeds to the Stockholder arising from confirmation of the sale of the securities to the person asserting any such loss, claim, damage or liability 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 or any such director, officer or controlling person and shall survive any transfer of Registrable Shares as contemplated hereinSecurities.

Indemnities to the Company. Each seller Subject to Section 2.4.4, the Company and any of Registrable Sharesits subsidiaries may require, as a condition to including any securities in any Registration Statement filed pursuant to this Section 2, that the Company and any of its subsidiaries shall have received an undertaking reasonably satisfactory to it from all prospective sellers of such securities, severally (and not jointly or jointly and severally)jointly, will to indemnify and hold harmless the CompanyCompany and any of its subsidiaries, each director of the Company or any of its directors and officers subsidiaries, each officer of the Company or any of its subsidiaries who shall sign such Registration Statement and each underwriter, if any, and each personother Person (other than such seller), if any, who controls the Company or and any such underwriter of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each other prospective seller of such securities against any losses, claims, damages or liabilitiesliabilities (or actions or proceedings in respect thereof), joint or several, to which the Company, such director, officer, underwriter Person may be or controlling person may become subject under the Securities Act, the Exchange Act, state any other securities or blue sky laws other law of any jurisdiction, the common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement in or alleged untrue statement of a material fact contained in any omission from such Registration Statement under which such Registrable Shares were registered under the Securities ActStatement, any preliminary prospectus, final prospectus or final summary prospectus contained in the Registration Statementincluded therein, or any amendment or supplement to the Registration Statementthereto, or any other disclosure documentdocument (including reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, or arise out of or are based upon any omission or alleged omission only to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the extent that such statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Company relating to or any of its subsidiaries through an instrument executed by such seller by or on behalf of such seller, specifically stating that it is for use in connection with the preparation of such Registration Statement, preliminary prospectus, amendmentfinal prospectus, supplement summary prospectus, amendment or supplement, incorporated document or other disclosure document; provideddocument or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, howeverany of its subsidiaries or any such director, that the obligations officer or controlling Person and shall survive any transfer of an Stockholder hereunder shall be limited to an amount equal to the net proceeds to the Stockholder arising from the sale securities or any termination of Registrable Shares as contemplated hereinthis Agreement.