Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties and each Person, if any, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus.
(b) Each Registration Indemnified Party agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person b...
Registration Statement Indemnification. 42 SECTION 9.03. Limitations on Indemnification Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 SECTION 9.04. Procedures for Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 SECTION 9.05.
Registration Statement Indemnification. (a) The Buyer agrees to indemnify and hold harmless the Seller against any losses, claims, damages, expenses or liabilities to which Seller may become subject by reason of any untrue statement of a material fact contained in a Registration Statement in which Registrable Shares are included pursuant to Section 6.11 or Section 6.12 or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, expenses or liabilities arise out of or are based upon information furnished to the Buyer by or on behalf of the Seller for use in such Registration Statement. The Buyer shall have the right to assume the defense and settlement of any claim or suit for which the Buyer may be responsible for indemnification under this Section 6.13.
(b) The Seller (and any Member holding Registrable Shares) agrees to indemnify and hold harmless the Buyer (including its directors, officers and any underwriter) against any losses, claims, damages, expenses or liabilities to which Buyer (including its directors, officers and any underwriter) may become subject by reason of any untrue statement of a material fact contained in a Registration Statement in which Registrable Shares are included pursuant to Section 6.11 or Section 6.12 or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if and to the extent that the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Buyer by such person specifically for use in connection with such Registration Statement.
Registration Statement Indemnification. (a) TPC agrees to indemnify and hold harmless each member of the Citigroup Affiliated Group, each Person to whom registration rights shall have been transferred pursuant to Section 7.9 hereof and each person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Registration Indemnitees") from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or
Registration Statement Indemnification. 41 SECTION 9.03. Limitations on Indemnification Obligations........................................... 43 SECTION 9.04. Procedures for Indemnification....................................................... 43 SECTION 9.05.
Registration Statement Indemnification. 10 Section 11.3 Contribution................................................10 Section 11.4 Procedure...................................................11 Section 11.5
Registration Statement Indemnification. Section 8.3 Contribution Section 8.4 Procedure Section 8.5 Other Matters
Registration Statement Indemnification. Acquiror will indemnify and hold harmless each Seller Indemnitee against any Damages and Liabilities (or actions in respect thereof) to which he may become subject under the Securities Act or otherwise, insofar as such claims, losses, Damages and Liabilities (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof 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 or free writing prospectus, in light of the circumstances under which they were made) not misleading; and shall reimburse Seller Indemnitees for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such claims, losses, Damages and Liabilities (or 57
Registration Statement Indemnification. 35 5.8 Transfer of Aggregate Purchaser Shares After Registration ... 37 5.9
Registration Statement Indemnification
