Common use of Seller Indemnity Clause in Contracts

Seller Indemnity. Seller shall indemnify and hold harmless Purchaser, the affiliates, officers, directors and partners of each Purchaser, any underwriter (as defined in the Securities Act) for Purchaser, and each person, if any, who controls Purchaser or underwriter (within the meaning of the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, (iii) any violation or alleged violation by Seller of the Securities Act, the Exchange Act, or (iv) any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and Seller shall reimburse Purchaser, affiliate, officer or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Seller shall not be liable to any Purchaser in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation.

Seller Indemnity. Seller shall indemnify and hold harmless the Purchaser, the affiliates, officers, directors and partners of each Purchaser, any underwriter (as defined in the Securities Act) for Purchaser, and each person, if any, who controls such Purchaser or underwriter (within the meaning of the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, (iii) any violation or alleged violation by Seller of the Securities Act, the Exchange Act, or (iv) any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and Seller shall reimburse Purchaser, affiliate, officer or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Seller shall not be liable to any Purchaser in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a ViolationViolation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by Purchaser or any other officer, director or controlling person thereof.

Seller Indemnity. (a) Seller shall defend, indemnify and hold harmless Purchaser, the affiliates, Buyer and its officers, directors and partners of each Purchaseraffiliates harmless against all Losses incurred by Buyer or its officers, any underwriter (directors, or affiliates directly or indirectly as defined in the Securities Act) for Purchasera result of, and each person, if any, who controls Purchaser related to or underwriter (within the meaning of the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): upon: (i) any untrue statement inaccuracy or breach (or alleged untrue statement breach in connection with a claim asserted by a third party) of a material fact any representation or warranty of Seller contained in such registration statement including any preliminary prospectus or final prospectus contained therein this Agreement, the schedules hereto or any amendments other related document, certificate, instrument or supplements thereto, agreement contemplated herein or therein, (ii) any failure by the omission Seller to perform or alleged omission to state therein a material fact required to be stated therein, comply with any covenant or necessary to make the statements therein, agreement contained in this Agreement or any other related agreement contemplated herein; (iii) any violation or alleged violation failure by the Seller of to satisfy the Securities Act, the Exchange Act, or Excluded Liabilities; (iv) any state securities law liability or obligation arising from any rule claim related to, based upon, or regulation promulgated under arising from the Securities ActIntellectual Property which is disclosed on Schedule 2.20 or which constitutes a breach of Section 2.20, and, in each case, is commenced, pending or, to Buyer’s knowledge, threatened on or prior to the Exchange Act second anniversary of this Agreement; or (v) any liability or obligation other than the Assumed Liabilities. (b) The Seller further agrees that it shall not, without the prior written consent of Buyer, settle or compromise or consent to the entry of any state securities law, and Seller shall reimburse Purchaser, affiliate, officer judgment in any pending or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any such loss, threatened claim, damageaction, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 7.3 from all liability or action; provided, however, that Seller shall not be liable to any Purchaser in any arising out of such case for any such loss, claim, damageaction, liability suit or action to the extent that it arises out of or is based upon a Violationproceeding.

Seller Indemnity. Seller In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each seller of Registrable Shares, severally and not jointly, shall indemnify and hold harmless Purchaserthe Company, the affiliates, officers, directors each of its Representatives and partners of each Purchaser, any underwriter (as defined in if any) and each Person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act) for PurchaserAct or the Exchange Act and their Representatives, and any other seller of Registrable Shares or any such seller’s partners, directors, officers or Representatives and each person, if any, who controls Purchaser or underwriter (such seller within the meaning of the Securities Act or and the Securities Exchange Act of 1934 (the "Exchange Act"), against any losses, claims, damages or liabilities (liabilities, joint or several) , to which they the Company or its Representatives, an underwriter, selling Holder or controlling Person, or their Representatives, may become subject under the Securities Act, the Exchange Act Act, state securities or other federal “blue sky” laws or state lawotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such registration statement including Registrable Shares were registered under the Securities Act, any preliminary prospectus Prospectus or final prospectus Prospectus or Free Writing Prospectus contained therein in the Registration Statement, any amendment or supplement to the Registration Statement, or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading, (iii) any violation in each case, to the extent such losses, claims, damages or alleged violation liabilities arise out of or are based upon written information furnished by Seller such seller of Registrable Shares or on such seller’s behalf expressly for inclusion in the Securities ActRegistration Statement, preliminary Prospectus or final Prospectus or Free Writing Prospectus contained in the Exchange Act, or (iv) any state securities law Registration Statement or any rule amendment or regulation promulgated under supplement thereto relating to the Securities Act, the Exchange Act or any state securities law, and Seller Registrable Shares. Each such seller of Registrable Shares shall reimburse Purchaser, affiliate, officer or director or partner, underwriter or controlling person the Company for any legal or any other expenses reasonably incurred by them the Company in connection with investigating or defending any such loss, claim, damage, liability or actionaction 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 seller, specifically for use in connection with the preparation of such Registration Statement, Prospectus, Free Writing Prospectus, amendment or supplement; provided, however, that Seller the obligations of such Holders under this Section 6.2 shall not be liable limited to any Purchaser in any such case for any such loss, claim, damage, liability or action an amount equal to the extent that it arises out net proceeds (after deducting the underwriters’ discounts and commissions) received by such selling Holder of or is based upon a ViolationRegistrable Shares sold as contemplated herein.

Seller Indemnity. (a) Seller shall defend, indemnify and hold harmless Purchaser, the affiliates, Buyer and its officers, directors and partners of each Purchaseraffiliates harmless against all Losses incurred by Buyer or its officers, any underwriter (directors, or affiliates directly or indirectly as defined in the Securities Act) for Purchasera result of, and each person, if any, who controls Purchaser related to or underwriter (within the meaning of the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): upon: (i) any untrue statement inaccuracy or breach (or alleged untrue statement breach in connection with a claim asserted by a third party) of a material fact any representation or warranty of Seller contained in such registration statement including any preliminary prospectus or final prospectus contained therein this Agreement, the schedules hereto or any amendments other related document, certificate, instrument or supplements thereto, agreement contemplated herein or therein, (ii) any failure by the omission Seller to perform or alleged omission to state therein a material fact required to be stated therein, comply with any covenant or necessary to make the statements therein, agreement contained in this Agreement or any other related agreement contemplated herein; (iii) any violation or alleged violation failure by the Seller of to satisfy the Securities Act, the Exchange Act, or Excluded Liabilities; (iv) any state securities law liability or obligation arising from any rule claim related to, based upon, or regulation promulgated under arising from the Securities ActIntellectual Property which is disclosed on SCHEDULE 2.20 or which constitutes a breach of Section 2.20, and, in each case, is commenced, pending or, to Buyer's knowledge, threatened on or prior to the Exchange Act second anniversary of this Agreement; or (v) any liability or obligation other than the Assumed Liabilities. (b) The Seller further agrees that it shall not, without the prior written consent of Buyer, settle or compromise or consent to the entry of any state securities law, and Seller shall reimburse Purchaser, affiliate, officer judgment in any pending or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any such loss, threatened claim, damageaction, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 7.3 from all liability or action; provided, however, that Seller shall not be liable to any Purchaser in any arising out of such case for any such loss, claim, damageaction, liability suit or action to the extent that it arises out of or is based upon a Violationproceeding.