Common use of Registration Indemnification Clause in Contracts

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Indemnified Person (as defined below) and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a6.10(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party Selling Shareholder expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, agrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, each the Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such the Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a3.7(a)) will reimburse each such the Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such the Selling Shareholder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as that, with respect to a Selling Shareholder, the same are caused by Company will not be liable to the extent that any such claim, Loss, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any such registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished in writing to the Company by any other party such Selling Shareholder expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a6(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The In the event of any Registration ---------------------------- under the Act pursuant to these provisions of Registrable Securities of any Holder, the Company agrees, without limitation as to time, to indemnify and will hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners harmless such Holder and each Person underwriter of such securities and each other person, if any, who controls (such Holder or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all any losses, claims, damagesdamages or liabilities to which such Holder or such underwriter or controlling person may become subject under the Act or otherwise, liabilitiesinsofar as such losses, costsclaims, expenses damages or liabilities (including reasonable expenses or actions in respect thereof) arise out of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to are based upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any registration statement, prospectus or any preliminary prospectus or Free Writing Prospectus final prospectus or any amendment or supplement thereto on the effective date thereof, or any arise out of or are based upon the omission (or alleged omission) of omission to state therein 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, therein not misleading misleading; and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, Holder and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, controlling person for any legal and or any other expenses reasonably incurred by them in connection with investigating and or defending or settling any such loss, claim, Loss, damage, liability or action; provided, except insofar as however, that the same are caused by Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or any preliminary prospectus or final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company through an instrument duly executed by any other party expressly such Holder or such underwriter specifically for use in the preparation thereof. It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities then held by a Holder that the Company shall have received an undertaking satisfactory to it and its counsel from each Holder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Act, with respect to any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through an instrument duly executed by the Holder specifically for use in the preparation of such registration statement, preliminary prospectus or final prospectus or such amendment or supplement thereto. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of these provisions, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the defense thereof.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a4.10(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party Selling Shareholder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, subject to permissibility under Swedish law (provided that the fullest extent permitted by Company agrees not to assert or claim that such indemnification is impermissible under Swedish law), each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus prospectus, or Free Writing Prospectus free writing prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 (except to the extent that such Losses arose out of, were caused by, resulted from or were related to Selling Holder Information or written information furnished by or on behalf of any underwriter and relating to such underwriter for inclusion in such Registration Statement, prospectus or preliminary prospectus, or free writing prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto) and (without limitation of the preceding portions of this Section 4.9(a6.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses documented and reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such Person or any Selling Holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by lawLaw, each Selling Shareholder Stockholder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Stockholder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.9(a)) will reimburse each such Selling ShareholderStockholder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such Selling Shareholder Stockholder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by lawLaw, each Selling Shareholder the Tencent Investor and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder the Tencent Investor or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges ) and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus, preliminary prospectus, Free Writing Prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made, ) not misleading and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or actionmisleading, except insofar as the same are caused by any information furnished in writing to the Company by any other party the Tencent Investor expressly for use therein.. (b) In connection with a Shelf Offering in which the Tencent Investor is participating, without limitation as to time, the Tencent Investor shall, severally and not jointly, indemnify the Company, its directors, officers, stockholders, employees, managers, partners and agents, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company, from and against all Losses, as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of material fact contained in the Shelf Registration Statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus, Free Writing Prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made)

Registration Indemnification. (a) The Company agrees, without limitation as to time, Parent agrees to indemnify and hold harmless, to the fullest extent permitted by lawApplicable Law, each Selling Shareholder the Investor and its Affiliates and their respective officers, directors, members, stockholders, employees, managers accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder the Investor or such other indemnified Person and the officers, directors, members, stockholders, employees, managers accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, of or resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus filed pursuant to this Agreement or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.8(a)) will reimburse each such Selling Shareholderthe Investor, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers accountants, attorneys and partners agents, and each such Person who controls each such Selling Shareholder the Investor and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except in each case insofar as the same are caused by any information furnished in writing to the Company Parent by any other party expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange ActXxxxxxx 00 xx xxx Xxxxxxxx Xxx) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Indemnified Person (as defined below) and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling PersonPerson (collectively, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter“Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the "Indemnified Persons"), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ ' fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “"Losses”"), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a4.10(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter(collectively, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter“Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement or prospectus related to such Registration Statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities furnished in writing to the Company by any other party such person or any selling holder expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, agrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to (i) any untrue statement (or alleged untrue statement) of a material fact contained in any registration Registration Statement in connection with an offering of Registrable Securities or any amendment thereto, together with the documents incorporated by reference therein, or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, not misleading, (ii) any untrue statement (or alleged untrue statement, ) of a material fact contained in prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto thereto, together with the documents incorporated by reference therein, or any omission (or alleged omission) of 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 misleading, (iii) any untrue statement or alleged untrue statement of a material fact in the information conveyed by the Company to any purchaser in an offering of Registrable Securities at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein, or (iv) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such offering of Registrable Securities, and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify shall indemnity and hold harmless, to harmless the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, undersigned from and against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation damages and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, liabilities caused by, resulting from or relating to by any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement covering the Common Shares filed by the Company under the Securities Act, any post- effective amendment to such registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment prospectus included therein required to be filed or supplement thereto furnished by reason of Section VI of this Subscription Agreement or caused by any omission (or alleged omission) of to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they were madeexcept, not misleading and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the undersigned expressly for use therein, which indemnification shall include each person, if any, who controls the undersigned within the meaning of the Act; provided, however, that the indemnification in this paragraph VII(a) with respect to any prospectus shall not inure to the benefit of the undersigned (or to the benefit of any person controlling the undersigned) on account of any such loss, claim, damage or liability arising from the sale of the Common Shares by the undersigned, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to the undersigned by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the undersigned to the purchaser prior to such sale; and provided further, that the Company shall not be obligated to so indemnity the undersigned or other person referred to above unless the undersigned or other person, as the case may be, shall at the same time indemnity the Company, its directors, each officer signing such registration statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in such registration statement, any registration statement or any prospectus required to be filed or furnished by reason of this Subscription Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by any other party the undersigned expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to (i) any untrue statement (or alleged untrue statement) of a material fact contained in any registration Registration Statement in connection with an offering of Registrable Securities or any amendment thereto, together with the documents incorporated by reference therein, or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, not misleading, (ii) any untrue statement (or alleged untrue statement, ) of a material fact contained in prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto thereto, together with the documents incorporated by reference therein, or any omission (or alleged omission) of 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 misleading, (iii) any untrue statement or alleged untrue statement of a material fact in the information conveyed by the Company to any purchaser in an offering of Registrable Securities at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein, or (iv) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such offering of Registrable Securities, and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any Selling Holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Stockholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Stockholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling ShareholderStockholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder Stockholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

Registration Indemnification. (a) a. The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration Registration Statement, or any amendment or supplement thereto, or any omission (or alleged omission) of a material fact required to be stated in any such Registration Statement or necessary to make the statements therein not misleading, or arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement, ) of a material fact contained in any prospectus or preliminary prospectus or Free Writing Prospectus prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except to the extent that such Losses arose out of, were caused by, resulted from or related to Selling Holder Information (as defined in Section 5.05(b) below) or such written information furnished by or on behalf of any such underwriter and relating to such underwriter for inclusion in such registration statement , prospectus or preliminary prospectus or any amendment or supplement thereto) and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (aA) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration Registration Statement, or any amendment or supplement thereto, or any omission (or alleged omission) of a material fact required to be stated in any such Registration Statement or necessary to make the statements therein not misleading, or arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement, ) of a material fact contained in any prospectus or preliminary prospectus or Free Writing Prospectus prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except to the extent that such Losses arose out of, were caused by, resulted from or related to Selling Holder Information (as defined in Section 5.05(B) below) or such written information furnished by or on behalf of any such underwriter and relating to such underwriter for inclusion in such registration statement, prospectus or preliminary prospectus or any amendment or supplement thereto) and (without limitation of the preceding portions of this Section 4.9(a5.05(A)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such Person or any Selling Holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Applicable Shareholder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, and partners partners, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Applicable Shareholder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from from, or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus prospectus, or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a6.7(a)) will reimburse each such Selling Applicable Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, and partners and each such Person who controls each such Selling Applicable Shareholder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, and agents of each such controlling Person, each such underwriter underwriter, and each such Person who controls any such underwriter, underwriter for any reasonable, customary and reasonably documented legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability liability, or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party Applicable Shareholder expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, and partners and partners, each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, underwriter from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from from, or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus prospectus, or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a6.7(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, and partners and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, and agents of each such controlling Person, each such underwriter underwriter, and each such Person who controls any such underwriter, underwriter for any reasonable, customary, and reasonably documented legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability liability, or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party Holder expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party expressly for use thereintherein by any such person, any Affiliate or controlling Person thereof.

Registration Indemnification. (a) By the Company. The Company agrees, without limitation as to time, agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Shareholder, each Apollo Group member and its each of their respective Affiliates and their respective officers, directors, members, stockholders, employees, managers managers, partners and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Shareholder, such Apollo Group member or such other Person indemnified under this Section 5.8(a) from and against all losses, claims, damages, liabilities and expenses, whether joint or several (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, the “Losses”), to which they are or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation, at common law or otherwise, insofar as such Losses arise out of, are based upon, are caused by or relate to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus, offering circular, offering memorandum or Disclosure Package (including the Free Writing Prospectus) or any amendment or supplement thereto or any filing or document incidental to such registration or qualification of the securities as required by this Agreement, or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein not misleading, except that no Person indemnified shall be indemnified hereunder insofar as the same are made in conformity with and in reliance on information furnished in writing to the Company by such Person concerning such Person expressly for use therein. Such indemnification obligation shall be in addition to any liability that the Company may otherwise have to any such indemnified person. In connection with an Underwritten Offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall also indemnify such underwriters, their officers, directors, members, stockholders, employees, managers employees and partners of each such controlling Person, each underwriter, if any, agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from underwriters or such other Person indemnified under this Section 5.8(a) to the same extent as provided above with respect to the indemnification (and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses exceptions thereto) of Selling Shareholders. Reimbursements payable pursuant to the indemnification contemplated by this Section 5.8(a) will be made by periodic payments during the course of any investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”)or defense, as and when bills are received or expenses incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

Registration Indemnification. (a) The Company agreesADSX (or VeriChip, without limitation as if VeriChip becomes a party to timethis Agreement pursuant to Section 2.7 and any portion of the Merger Consideration is paid with VeriChip Common Stock”), to shall indemnify each Holder and hold harmlesseach Holder’s directors, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directorspartners, members, stockholders, employees, managers legal counsel and partners accountants and each Person person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder any Holder, with respect to which registration, qualification or such other indemnified Person and the officerscompliance has been effected pursuant to this Article IV, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all lossesexpenses, claims, damageslosses, liabilitiesdamages and liabilities (or actions, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid proceedings or settlements in settlement (collectively, the “Losses”), as incurred, respect thereof) arising out of, caused by, resulting from of or relating to based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related registration statement, prospectus notification or preliminary prospectus the like) incident to any such registration, qualification or Free Writing Prospectus compliance, or any amendment or supplement thereto or based on any omission (or alleged omission) of to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, or any violation by ADSX (or VeriChip, if applicable) of the Securities Act or any rule or regulation thereunder applicable to ADSX (or VeriChip, if applicable), and relating to action or inaction required of ADSX (or VeriChip, if applicable), in light of the circumstances under which they were madeconnection with any such registration, not misleading qualification or compliance, and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, Holder and each of their respective officers, directors, members, stockholders, employees, managers and partners and each person controlling such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriterHolder, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability or action; provided, except insofar as however, that in no case will ADSX (or VeriChip, if applicable), be liable, directly or indirectly, to the same are caused by extent that any such expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arises out of or is based on any untrue statement or alleged untrue statement or omission or alleged omission contained in information furnished in writing to ADSX (or VeriChip, if applicable), by a Holder or a Holder’s officers, directors or owner who controls the Company by any other party Holder, expressly for use thereinin any prospectus or other document (including any related Registration Statement, notification or the like) incident to any such registration, qualification or compliance under this Article IV.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, subject to permissibility under Swedish law (provided that the fullest extent permitted by Company agrees not to assert or claim that such indemnification is impermissible under Swedish law), each the Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such the Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus prospectus, or Free Writing Prospectus free writing prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 (except to the extent that such Losses arose out of, were caused by, resulted from or were related to Selling Holder Information or written information furnished by or on behalf of any underwriter and relating to such underwriter for inclusion in such Registration Statement, prospectus or preliminary prospectus, or free writing prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto) and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such the Selling ShareholderHolder, each of its Affiliates, and each of their its respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents and each such Person who controls the Selling Holder and the officers, directors, members, shareholders, employees, managers, partners, accountants, attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses documented and reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding the holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such Person or the Selling Holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.06(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a Holder of Registrable Securities or underwriter furnished in writing to the Company by any other party expressly for use thereintherein by any such person, any Affiliate or controlling Person thereof.

Registration Indemnification. (a) The Public Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a6.10(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Public Company by any other party Selling Shareholder expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration Registration Statement, or any amendment or supplement thereto, or any omission (or alleged omission) of a material fact required to be stated in any such Registration Statement or necessary to make the statements therein not misleading, or arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement, ) of a material fact contained in any prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except to the extent that such Losses arose out of, were caused by, resulted from or related to Selling Holder Information (as defined in Section 5.05(b) below) or such written information furnished by or on behalf of any such underwriter and relating to such underwriter for inclusion in such registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto) and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by lawLaw, each Selling Shareholder Stockholder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Stockholder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a1.9(a)) will reimburse each such Selling ShareholderStockholder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such Selling Shareholder Stockholder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party Selling Stockholder expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or 4840-5838-5626.18 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Indemnified Person, each such underwriter and each such Person who controls any such underwriter, for any reasonable legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any Selling Holder or underwriter expressly for use thereinin connection with such Registration Statement, prospectus or preliminary prospectus or Free Writing Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Applicable Shareholder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Applicable Shareholder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers and partners of each such controlling Person, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (each, an “Indemnified Party”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a6.5(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriterIndemnified Party, for any reasonable and documented legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party an Indemnified Party expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any Selling Holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any Selling Holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a4.10(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or SV:315627.6 1001640689v15 Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration Registration Statement, or any amendment or supplement thereto, or any omission (or alleged omission) of a material fact required to be stated in any such Registration Statement or necessary to make the statements therein not misleading, or arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement, ) of a material fact contained in any prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except to the extent that such Losses arose out of, were caused by, resulted from or related to Selling Holder Information (as defined in ‎Section 5.05(b) below) or such written information furnished by or on behalf of any such underwriter and relating to such underwriter for inclusion in such registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto) and (without limitation of the preceding portions of this Section 4.9(a‎Section 5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, subject to permissibility under Swedish law (provided that the fullest extent permitted by Company agrees not to assert or claim that such indemnification is impermissible under Swedish law), each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus prospectus, or Free Writing Prospectus free writing prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 (except to the extent that such Losses arose out of, were caused by, resulted from or were related to Selling Holder Information or written information furnished by or on behalf of any underwriter and relating to such underwriter for inclusion in such Registration Statement, prospectus or preliminary prospectus, or free writing prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto) and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses documented and reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such Person or any Selling Holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (without limitation of the preceding portions of this Section 4.9(a5.06(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any Selling Holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration Registration Statement, or any amendment or supplement thereto, or any omission (or alleged omission) of a material fact required to be stated in any such Registration Statement or necessary to make the statements therein not misleading, or arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement, ) of a material fact contained in any prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The a)The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Indemnified Person (as defined below) and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling PersonPerson (collectively, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter“Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, and partners partners, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from from, or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus prospectus, or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a6.10(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, and agents of each such controlling Person, each such underwriter underwriter, and each such Person who controls any such underwriter, underwriter for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability liability, or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party Selling Shareholder expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, offering circular, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a6.8(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party Selling Shareholder expressly for use therein.

Registration Indemnification. (a) a. The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a6.10(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party Selling Shareholder expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to shall indemnify and hold harmless, to harmless the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, undersigned from and against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation damages and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, liabilities caused by, resulting from or relating to by any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement covering the Common Shares filed by the Company under the Securities Act, any post-effective amendment to such registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment prospectus included therein required to be filed or supplement thereto furnished by reason of Section VI of this Subscription Agreement or caused by any omission (or alleged omission) of to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they were madeexcept, not misleading and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the undersigned expressly for use therein, which indemnification shall include each person, if any, who controls the undersigned within the meaning of the Act; provided, however, that the indemnification in this paragraph VII(a) with respect to any prospectus shall not inure to the benefit of the undersigned (or to the benefit of any person controlling the undersigned) on account of any such loss, claim, damage or liability arising from the sale of the Common Shares by the undersigned, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to the undersigned by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the undersigned to the purchaser prior to such sale; and provided further, that the Company shall not be obligated to so indemnify the undersigned or other person referred to above unless the undersigned or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing such registration statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in such registration statement, any registration statement or any prospectus required to be filed or furnished by reason of this Subscription Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by any other party the undersigned expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a4.10(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

Registration Indemnification. (a) The In connection with any registration statement in which a Selling Shareholder is participating, the Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, and partners partners, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from from, or relating to any untrue statement (or alleged untrue statement) of a material fact (i) contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus statement or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) included in any prospectus, or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (without limitation of the preceding portions of this Section 4.9(a5.1(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, and agents of each such controlling Person, each such underwriter underwriter, and each such Person who controls any such underwriter, underwriter for any reasonable, customary and reasonably documented legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability liability, or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party Selling Shareholder expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling ShareholderHolder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys, advisors and partners agents and each such Person who controls each such Selling Shareholder Holder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys attorneys, advisors and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses which are documented and reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any Selling Holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder Holder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Selling Shareholder Holder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriterunderwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus or preliminary prospectus or Free Writing Prospectus Prospectus, in each case related to any such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a5.05(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Indemnified Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or actionany action or claim in respect of any Loss, except insofar as the same are caused by any information regarding the applicable holder of Registrable Securities or underwriter furnished in writing to the Company by any other party such person or any selling holder or underwriter expressly for use therein.

Registration Indemnification. (a) The Company agrees, without limitation as to time, Wabtec agrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement or Shelf Registration Statement filed pursuant to this Article III, and any prospectus or preliminary prospectus or Free Writing Prospectus issuer free writing prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a3.10(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company Wabtec by any other party expressly for use therein.

Registration Indemnification. (a) The Company agreesagrees , without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by lawApplicable Law, each Selling Shareholder Stockholder and its Affiliates and their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder Stockholder or such other indemnified Person and the officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents of each such controlling Person, each underwriterunderwriter (including, for the avoidance of doubt, any Selling Stockholder that is deemed to be acting as an underwriter under Applicable Law), if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling ShareholderStockholder, each of its Affiliates, and each of their respective officers, directors, members, stockholdersshareholders, employees, managers managers, partners, accountants, attorneys and partners agents and each such Person who controls each such Selling Shareholder Stockholder and the officers, directors, members, stockholdersshareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except except, in each of the cases described in this Section 4.9(a), insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.