Common use of Seller Indemnification Clause in Contracts

Seller Indemnification. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder, severally and not jointly and severally with any other Selling Holder, will indemnify and hold harmless the Company, each of its directors and officers and each Person (other than such Selling Holder), if any, who controls the Company, against any losses, claims, damages, liabilities and expenses (including reasonable attorney’s fees and expenses), to which the Company, such directors and officers or controlling person may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement or (b) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case solely to the extent the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Selling Holder, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of such Selling Holder hereunder will be limited to an amount equal to the gross proceeds to such Selling Holder from the disposition of Registrable Shares pursuant to such registration.

Seller Indemnification. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder, severally and not jointly and severally with any other Selling Holder, Holder will indemnify and hold harmless the Company, each of its directors and officers and each Person (other than such Selling Holder), if any, who controls the CompanyCompany within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, damages or liabilities and expenses (including reasonable attorney’s fees and expenses), to which the Company, such directors and officers officers, or controlling person may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement or (b) any omission or alleged the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case solely to the extent if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Selling Holder, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of such Selling Holder hereunder will be limited to an amount equal to the gross net proceeds to such Selling Holder (after deducting all underwriter’s discounts and commissions and all other expenses paid by such Holder in connection with the registration in question) from the disposition of Registrable Shares pursuant to such registration.

Seller Indemnification. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder, severally and not jointly and severally with any other Selling Holder, (a) Infineon will indemnify and hold harmless the Company, each underwriter (if any) and each person (if any) who controls the Company or any such underwriter within the meaning of its the Securities Act or the Exchange Act, and each of the directors and officers and of the Company, each Person such underwriter (other than such Selling Holder), if any, who controls the Company) or controlling person (if any), against any losses, claims, damagesdamages or liabilities, liabilities and expenses (including reasonable attorney’s fees and expenses)joint or several, to which the Company, such directors and officers or underwriter, controlling person or director or officer may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement Statement, or (b) arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case solely to the extent if the statement or omission was made in reliance upon and in conformity with information relating to Infineon furnished in writing to the Company by or on behalf of such Selling Holder, Infineon specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of such Selling Holder Infineon hereunder will shall be limited to an amount equal to the gross proceeds to such Selling Holder Infineon from the disposition of Registrable Shares pursuant to sold in connection with such registration.

Seller Indemnification. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder, seller of Registrable Shares severally and not jointly and severally with any other Selling Holderjointly, will shall indemnify and hold harmless the Company, each of its directors and officers and each Person underwriter (other than such Selling Holder)if any) and each person, if any, who controls the CompanyCompany or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (including reasonable attorney’s fees and expenses)joint or several, to which the Company, such directors and officers officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement Statement, or (b) arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case solely to the extent if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Selling Holderseller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; providedPROVIDED, howeverHOWEVER, that the obligations of such Selling Holder Stockholder hereunder will shall be limited to an amount equal to the gross proceeds to such Selling Holder from the disposition Stockholder of Registrable Shares pursuant to such registrationsold as contemplated herein.

Seller Indemnification. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder, seller of Registrable Shares severally and not jointly and severally with any other Selling Holderjointly, will shall indemnify and hold harmless the Company, each of its directors and officers and each Person underwriter (other than such Selling Holder)if any) and each person, if any, who controls the CompanyCompany or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (including reasonable attorney’s fees and expenses)joint or several, to which the Company, such directors and officers officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement Statement, or (b) arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case solely to the extent if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Selling Holderseller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of such Selling Holder Stockholder hereunder will shall be limited to an amount equal to the gross proceeds to such Selling Holder from the disposition Stockholder of Registrable Shares pursuant to such registrationsold as contemplated herein.

Seller Indemnification. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder, seller of Registrable Shares severally and not jointly and severally with any other Selling Holderjointly, will shall indemnify and hold harmless the Company, each of its directors and officers and each Person underwriter (other than such Selling Holder)if any) and each person, if any, who controls the CompanyCompany or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (including reasonable attorney’s fees and expenses)joint or several, to which the Company, such directors and officers officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement Statement, or (b) arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case solely to the extent if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Selling Holderseller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of such Selling Holder Stockholder hereunder will shall be limited to an amount equal to the gross net proceeds to such Selling Holder from the disposition Stockholder of Registrable Shares pursuant to such registrationsold as contemplated herein.

Seller Indemnification. In the event of any registration of any of ---------------------- the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder, seller of Registrable Shares severally and not jointly and severally with any other Selling Holderjointly, will shall indemnify and hold harmless the Company, each of its directors and officers and each Person underwriter (other than such Selling Holder)if any) and each person, if any, who controls the CompanyCompany or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (including reasonable attorney’s fees and expenses)joint or several, to which the Company, such directors and officers officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement Statement, or (b) arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case solely to the extent if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Selling Holderseller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of such Selling Holder Stockholder hereunder will shall be limited to an amount equal to the gross proceeds to such Selling Holder from the disposition Stockholder of Registrable Shares pursuant to such registrationsold as contemplated herein.

Seller Indemnification. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder, severally and not jointly and severally with any other Selling Holder, Holder will indemnify and hold harmless the Company, its Affiliates, each of its directors and officers and each Person (other than such Selling Holder)Person, if any, who controls the Company, against any losses, claims, damagesdamages or liabilities, liabilities and costs or expenses (including reasonable attorney’s fees attorneys’ fees, whether incurred in an action between the Selling Holder and expensesthe Company, a third party or otherwise), joint or several, to which the Company, such directors and officers or controlling person persons may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages damages, liabilities, costs or liabilities expenses (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement or (b) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case solely to the extent if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Selling Holder, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of such Selling Holder hereunder will be limited to an amount equal to the gross net proceeds to such Selling Holder from the disposition of Registrable Shares pursuant to such registration.