Common use of REGISTRATION STATEMENT INDEMNIFICATION AND CONTRIBUTION Clause in Contracts

REGISTRATION STATEMENT INDEMNIFICATION AND CONTRIBUTION. (a) Subject to Section 10.02(b) and Section 10.02(c), the Company shall indemnify and hold harmless (which includes, for the avoidance of doubt, the reimbursement to each St. Xxxx Registration Indemnitee (as defined below) of any expenses, including legal expenses, incurred by such St. Xxxx Registration Indemnitee in connection with investigating or defending against any Loss as such expenses are incurred), to the full extent permitted by law, St. Xxxx, its Post-closing Subsidiaries, the officers, directors, employees, representatives and agents of each of them, each Person who controls any of them (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, employees and agents of each such controlling Person (each, a "ST. XXXX REGISTRATION INDEMNITEE"), 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 the "COMPANY INFORMATION", being the information (other than the St. Xxxx Information and the Shared Information, each as defined below) contained in the Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary or final 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. The indemnity and reimbursement obligation under this Section 10.02(a) will be in addition to any liability that the Company may otherwise have.

REGISTRATION STATEMENT INDEMNIFICATION AND CONTRIBUTION. (a) Subject to Section 10.02(b) and Section 10.02(c), the Company shall indemnify and hold harmless (which includes, for the avoidance of doubt, the reimbursement to each St. Xxxx Registration Indemnitee (as defined below) of any expenses, including legal expenses, incurred by such St. Xxxx Registration Indemnitee in connection with investigating or defending against any Loss as such expenses are incurred), to the full extent permitted by law, St. Xxxx, its Post-closing Closing Subsidiaries, the officers, directors, employees, representatives and agents of each of them, each Person who controls any of them (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, employees and agents of each such controlling Person (each, a "ST. XXXX REGISTRATION INDEMNITEE"), 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 the "COMPANY INFORMATION", being the information (other than the St. Xxxx Information and the Shared Information, each as defined below) contained in the any Registration Statement or Prospectus or the Private Offering Memorandum, or in any amendment or supplement thereto or in any preliminary or final prospectusthereto, 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. The indemnity and reimbursement obligation under this Section 10.02(a) will be in addition to any liability that the Company may otherwise have.

REGISTRATION STATEMENT INDEMNIFICATION AND CONTRIBUTION. (a) Subject to Section 10.02(b) and Section 10.02(c), the Company shall indemnify and hold harmless (which includes, for the avoidance of doubt, the reimbursement to each St. Xxxx Registration Indemnitee (as defined below) of any expenses, including legal expenses, incurred by such St. Xxxx Registration Indemnitee in connection with investigating or defending against any Loss as such expenses are incurred), to the full extent permitted by law, St. Xxxx, its Post-closing Subsidiaries, the officers, directors, employees, representatives and agents of each of them, each Person who controls any of them (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, employees and agents of each such controlling Person (each, a "ST. XXXX REGISTRATION INDEMNITEE"), 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 the "COMPANY INFORMATION", being the information (other than the St. Xxxx Information and the Shared Information, each as defined below) contained in the any Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary or final prospectusthereto, 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. The indemnity and reimbursement obligation under this Section 10.02(a) will be in addition to any liability that the Company may otherwise have.

REGISTRATION STATEMENT INDEMNIFICATION AND CONTRIBUTION. (a) Subject to Section 10.02(b) and Section 10.02(c), the Company shall indemnify and hold harmless (which includes, for the avoidance of doubt, the reimbursement to each St. Xxxx Registration Indemnitee (as defined below) of any expenses, including legal expenses, incurred by such St. Xxxx Registration Indemnitee in connection with investigating or defending against any Loss as such expenses are incurred), to the full extent permitted by law, St. Xxxx, its Post-closing Closing Subsidiaries, the officers, directors, employees, representatives and agents of each of them, each Person who controls any of them (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, employees and agents of each such controlling Person (each, a "ST. XXXX REGISTRATION INDEMNITEESt. Xxxx Registration Indemnitee"), 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 the "COMPANY INFORMATIONCompany Information", being the information (other than the St. Xxxx Information and the Shared Information, each as defined below) contained in the any Registration Statement or Prospectus or the Private Offering Memorandum, or in any amendment or supplement thereto or in any preliminary or final prospectusthereto, 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. The indemnity and reimbursement obligation under this Section 10.02(a) will be in addition to any liability that the Company may otherwise have.