Common use of Registration Statement Indemnification Clause in Contracts

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.

Registration Statement Indemnification. (a) The Company OWW agrees to indemnify and hold harmless on an After-Tax Basis each member of the Genworth Indemnified Parties Travelport Affiliated Group, each Person to whom registration rights shall have been transferred pursuant to Section 5.9 hereof and each Person, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses 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 Losses 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 relating to a Registration Statement, that Genworth agrees Indemnitee furnished in writing was furnished by a to any member of the Genworth GroupOWW Affiliated Group by or on behalf of such Registration Indemnitee expressly for use in the Registration Statement or Prospectus, and (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 any member of the Company OWW Affiliated Group by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus.

Registration Statement Indemnification. (a) The Company Genworth agrees to indemnify and hold harmless on an After-Tax Basis the Genworth GE Indemnified Parties and each Person, if any, who controls any member of the Genworth GE 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 GroupEquity Units Registration Statement, (ii) and the information set forth in any other Series A Preferred Stock Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group is described on Schedule 5.4 and (iiiii) information relating to any underwriter furnished in writing to the Company Genworth by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus.

Registration Statement Indemnification. (a) The Company agrees to HLI shall indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties full extent permitted by law, The Hartford and its Subsidiaries (other than any of the HLI Affiliated Group) in respect of the Registration Statement and Prospectus in connection with the Initial Public Offering, Holders of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, employees and agents of each Personof them, if any, each Person who controls any member of the Genworth Group them (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) and the officers, directors, employees and agents of each such controlling Person (collectivelyeach, the “a "Registration Indemnified Parties”) Indemnitee"), from and against any and all Liabilities Indemnifiable Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or Prospectus, or in any amendment or supplement thereto or in any preliminary 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 the same is based 48 on written information furnished to HLI by or on behalf of any Registration Indemnitee specifically for inclusion therein; provided, however, that HLI shall not be liable to any such Liabilities Registration Indemnitee to the extent that any such Indemnifiable Losses arise out of or are based upon any an untrue statement or alleged 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 any preliminary prospectus if (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was having previously been 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 HLI with copies of the Prospectus, such underwriter expressly for use Registration Indemnitee failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Registration Indemnitee to the Person asserting the claim from which such Losses arise and (ii) the Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further that HLI shall not be liable in any such case to the extent that any such Indemnifiable Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of HLI with copies of the Prospectus as so amended or supplemented, such Registration Statement Indemnitee thereafter fails to deliver such Prospectus as so amended or Prospectussupplemented, prior to or concurrently with the sale of Registrable Securities. This indemnity agreement will be in addition to any liability that HLI may otherwise have.

Registration Statement Indemnification. (a) The Company Primerica agrees to indemnify and hold harmless on an After-Tax Basis each member of the Genworth Indemnified Parties Citigroup Affiliated Group and each Personperson, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses based on, arising out of of, resulting from or in connection with any Action based upon on, arising out of, pertaining to or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or based on, arising out of of, pertaining to or based upon in connection with 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 Losses are based on, arise out of of, pertain to or are based upon in connection with 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) information relating to a Registration Indemnitee furnished in writing to Primerica by or on behalf of such Registration Indemnitee expressly for use in the Registration Statement or Prospectus (all of which information is set forth in the IPO Registration Statementon Schedule I hereto), that Genworth agrees in writing was furnished by a member of the Genworth Group, and (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 Primerica or any of its Subsidiaries by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. Notwithstanding anything in this Agreement to the contrary, Primerica shall have no indemnification or contribution obligations to any member of the Citigroup Affiliated Group under this Section 6.5 and Section 6.6 of this Agreement in connection with any Action brought solely by any Investor Indemnitee against Citigroup or CIHC under the Securities Purchase Agreement.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis each member of the Genworth Indemnified Parties AmerUs Affiliated Group, each Person to whom registration rights shall have been transferred pursuant to Section 7.9 hereof and each Personperson, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “"Registration Indemnified Parties”Indemnitees") from and against any and all Liabilities Losses 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 Losses 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) information relating to a Registration Indemnitee furnished in writing to the information set forth Company by or on behalf of such Registration Indemnitee expressly for use in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth GroupStatement or Prospectus, (ii) financial information, if any, provided by a Registration Indemnitee in writing to the information set forth Company expressly for use in any other the Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group or Prospectus; 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.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the Genworth GE Indemnified Parties and each Person, if any, who controls any member of the Genworth GE 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 GECC agrees in writing was furnished by a member of the Genworth GE Group, (ii) the information set forth in any other Registration Statement that Genworth GECC agrees in writing was furnished by a member of the Genworth GE 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.

Registration Statement Indemnification. (a) The Company NFS -------------------------------------- agrees to indemnify and hold harmless on an After-Tax Basis each member of the Genworth Indemnified Parties Nationwide Affiliated Group, each Transferee and each Person, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “"Registration Indemnified Parties”Indemnitee") from and against any and all Liabilities Losses 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 Losses 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 a Registration Indemnitee furnished in writing to the Company NFS by or on behalf of such underwriter Registration Indemnitee expressly for use in the Registration Statement or Prospectus.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties KPC Parties, and each Personperson, if any, who controls any member of the Genworth Group KPC Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses (as defined below) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the 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 Losses 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 an Indemnitee furnished in writing to the Company by or on behalf of such underwriter Indemnitee expressly for use in the Registration Statement or Prospectus. As used herein, the term “Losses” means any and all costs and expenses (including, without limitation, attorneys’ fees, interest, penalties, costs of investigation or preparation for defense), judgments, fines, losses, damages, fixed and contingent liabilities whether known or unknown, demands, assessments and amounts paid in settlement in respect of any Action (as defined in the Intercompany Agreement).

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties KPC Parties, and each Personperson, if any, who controls any member of the Genworth Group KPC Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses (as defined below) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the 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 Losses 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 an Indemnitee furnished in writing to the Company by or on behalf of such underwriter Indemnitee expressly for use in the Registration Statement or Prospectus. As used herein, the term “Losses” means any and all costs and expenses (including, without limitation, attorneys’ fees, interest, penalties, costs of investigation or preparation for defense), judgments, fines, losses, damages, fixed and contingent liabilities whether known or unknown, demands, assessments and amounts paid in settlement in respect of any Action (as defined in the Intercompany Agreement, dated June 9, 1997 by and among the Company, SFIC Holdings and KPC, as amended (the “Intercompany Agreement”)).

Registration Statement Indemnification. (a) The Company agrees to IBC shall indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties full extent permitted by law, CBS and its Subsidiaries (other than any of the IBC Affiliated Group) in respect of the Registration Statement and Prospectus in connection with the Initial Public Offering, Holders of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, employees and agents of each Personof them, if any, each Person who controls any member of the Genworth Group them (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) and the officers, directors, employees and agents of each such controlling Person (collectivelyeach, the “a "Registration Indemnified Parties”) Indemnitee"), from and against any and all Liabilities Indemnifiable Losses arising out of or based upon any untrue 50 45 statement or alleged untrue statement of a material fact contained in any such Registration Statement or Prospectus, or in any amendment or supplement thereto or in any preliminary 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 the same is based on written information furnished to IBC by or on behalf of any Registration Indemnitee specifically for inclusion therein; provided, however, that IBC shall not be liable to any such Liabilities Registration Indemnitee to the extent that any such Indemnifiable Losses arise out of or are based upon any an untrue statement or alleged 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 any preliminary prospectus if (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was having previously been 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 IBC with copies of the Prospectus, such Registration Indemnitee (or any underwriter expressly for use such Registration Indemnitee) failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Registration Indemnitee to the Person asserting the claim from which such Indemnifiable Losses arise and (ii) the Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further that IBC shall not be liable in any such case to the extent that any such Indemnifiable Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of IBC with copies of the Prospectus as so amended or supplemented, such Registration Statement Indemnitee (or Prospectusany underwriter for such Registration Indemnitee) thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the sale of Registrable Securities. This indemnity agreement will be in addition to any liability that IBC may otherwise have.

Registration Statement Indemnification. (a) The Company agrees to Brands shall indemnify and hold harmless on an After-Tax Basis the Genworth Alon USA Indemnified Parties and each Person, if any, who controls any member of the Genworth Alon USA 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 Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the IPO 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 to the extent such Liabilities Losses 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 provided by a member of the Genworth Group, (ii) Alon USA Group expressly for use in the information set forth in any other IPO Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) or Prospectus or information relating to any underwriter furnished in writing to the Company Brands by or on behalf of such underwriter expressly for use in the IPO Registration Statement or Prospectus, all of such statements that have been furnished by the Alon USA Group being set forth on Schedule 5.4(a) hereto.

Registration Statement Indemnification. (a) The Company Genworth agrees to indemnify and hold harmless on an After-Tax Basis the Genworth GE Indemnified Parties and each Person, if any, who controls any member of the Genworth GE 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 relating to a Registration Indemnified Party set forth in on pages and under the heading “Description of Selling Stockholders” of the IPO Registration Statement, that Genworth agrees in writing was furnished by a member on pages and under the heading “Description of Selling Securityholders” of the Genworth GroupEquity Units Registration Statement, or on pages and under the heading “Description of Selling Securityholders” of the Series A Preferred Stock Registration Statement (ii) financial information, if any, provided by a Registration Indemnified Party in writing to Genworth expressly for use in the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group or Prospectus and (iii) information relating to any underwriter furnished in writing to the Company Genworth by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus.