Common use of Selling Holder Indemnification Clause in Contracts

Selling Holder Indemnification. To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that (i) the indemnity agreement contained in this Section 2.9(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under this Section 2.9(b), combined with amounts paid or payable by such Holder under Section 2.9(d), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder); except if such Holder, underwriter, controlling Person has furnished in writing to the Company, prior to the filing of such registration statement, a Free Writing Prospectus, preliminary prospectus, prospectus or amendment or supplement thereto, information which corrected or made not misleading such information previously furnished to the Company.

Selling Holder Indemnification. To the extent permitted by law, each selling Holder, severally and not jointly, will shall indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities ActCompany, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will shall pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that (i) the indemnity agreement contained in this Section 2.9(b2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed, ; and (ii) provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under this Section 2.9(b), combined with amounts paid or payable by such Holder under Section 2.9(d), Sections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder); , except if in the case of fraud or willful misconduct by such Holder, underwriter, controlling Person has furnished in writing to the Company, prior to the filing of such registration statement, a Free Writing Prospectus, preliminary prospectus, prospectus or amendment or supplement thereto, information which corrected or made not misleading such information previously furnished to the Company.

Selling Holder Indemnification. To the extent permitted by lawLaw, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that (i) the indemnity agreement contained in this Section 2.9(b3.9(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under this Section 2.9(b), combined with amounts paid or payable by such Holder under 3.9(b) and Section 2.9(d), 3.9(d) hereof exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder); , except if in the case of fraud or willful misconduct by such Holder, underwriter, controlling Person has furnished in writing to the Company, prior to the filing of such registration statement, a Free Writing Prospectus, preliminary prospectus, prospectus or amendment or supplement thereto, information which corrected or made not misleading such information previously furnished to the Company.

Selling Holder Indemnification. To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the CompanyParent, and each of its directors, each of its officers who has signed the registration statementofficers, each Person (if any), who controls the Company Parent within the meaning of the Securities Act, legal counsel and accountants for the CompanyParent, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished to Parent by or on behalf of such selling Holder expressly for use in connection with such registrationHolder; and each such selling Holder will pay to the Company Parent and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that (ia) the indemnity agreement contained in this Section 2.9(b) 2.7.2 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed, and (iib) that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under this Section 2.9(b), combined with amounts paid or payable by such Holder under Section 2.9(d), Sections 2.7.2 and 2.7.4 exceed the proceeds from the offering received by such Holder (net of prior to any Selling Expenses paid by such Holder); , except if in the case of fraud or willful misconduct by such Holder, underwriter, controlling Person has furnished in writing to the Company, prior to the filing of such registration statement, a Free Writing Prospectus, preliminary prospectus, prospectus or amendment or supplement thereto, information which corrected or made not misleading such information previously furnished to the CompanyXxxxxx.