Common use of Indemnification by the Issuer Clause in Contracts

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, Philips and its respective officers, directors and employees and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”), arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Issuer shall not be liable to any indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by Philips expressly for use in the preparation thereof. This indemnity shall be in addition to any liability the Issuer may otherwise have.

Indemnification by the Issuer. The Issuer agrees shall, without limitation as to time, indemnify and hold harmlessharmless each Holder and each Participating Broker-Dealer, to the full extent permitted by law, Philips and its respective officers, directors and employees and each Person who controls each such Holder (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) and the officers, directors, partners, employees, representatives and agents of each such Persons Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all lossesLosses, claimsas incurred, damagesdirectly or indirectly caused by, liabilities (or actions or proceedings in respect thereofrelated to, whether or not such indemnified party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”)based upon, arising out of or based upon (i) in connection with any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any finalStatement, preliminary Prospectus or summary Prospectus contained therein form of prospectus, or in any amendment thereof or supplement thereto thereto, or in any documents incorporated by reference therein) preliminary prospectus, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) , not misleading; provided, however, that the Issuer shall not be liable to any indemnified party in any except insofar as such case to the extent that any such Loss arises out of or is Losses are based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any such Registration Statement in reliance upon and in conformity with written information furnished writing to the Issuer by Philips such Holder or Participating Broker-Dealer expressly for use therein. The Issuer shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the preparation thereof. This indemnity shall be in addition distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to any liability the Issuer may otherwise havesame extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, Philips and its respective each holder of Registrable Securities, their officers, directors and employees and each Person who controls such holder (within the meaning of the Securities Act or the Exchange Act) such Persons from and (the "INDEMNIFIED PARTIES") against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”), incurred by such party in connection with any actual or threatened action arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any finalStatement, Prospectus or preliminary Prospectus or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances under which they were madethen existing) not misleading; provided, however, that and the Issuer shall not be liable agrees to reimburse such Indemnified Parties for any indemnified party legal or other expenses reasonably incurred by them in connection with investigating or defending any such case to loss or action or proceeding in respect thereof, except insofar as the extent that any such Loss arises same arise out of or is are based upon an untrue statement or alleged any such untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon on and in conformity with written any information furnished in writing to the Issuer by Philips such holder or its counsel expressly for use in therein. The Issuer shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the preparation thereof. This indemnity shall be in addition meaning of the Securities Act) to any liability the Issuer may otherwise havesame extent as provided above with respect to the indemnification of the Indemnified Parties, if requested.

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, Philips LGE and its respective officers, directors and employees and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”), arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Issuer shall not be liable to any indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by Philips LGE expressly for use in the preparation thereof. This indemnity shall be in addition to any liability the Issuer may otherwise have.

Indemnification by the Issuer. The To the extent permitted by applicable law, the Issuer agrees to indemnify and hold harmlessharmless each Selling Holder, to the full extent permitted by law, Philips and its respective officers, directors and employees agents, and each Person Person, if any, who controls (each such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such Persons , from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”), arising out of or based upon (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such registration statement or prospectus relating to the Registrable Securities were registered under (as amended or supplemented if the Securities Act (including Issuer shall have furnished any final, preliminary amendments or summary Prospectus contained therein supplements thereto) or any amendment thereof preliminary prospectus, or supplement thereto or any documents incorporated caused by reference therein) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a Prospectus or preliminary Prospectus, any prospectus in light of the circumstances under in which they were made) , not misleading; provided, howeverexcept insofar as such losses, that the Issuer shall not be liable to any indemnified party in claims, damages, liabilities or expenses are caused by any such case to the extent that any such Loss arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance based upon and in conformity with written information furnished in writing to the Issuer by Philips or on behalf of any such Selling Holder expressly for use therein. The Issuer also agrees, to the extent permitted by applicable law, to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in the preparation thereof. This indemnity shall be in addition to any liability the Issuer may otherwise havethis Section 4.06.

Indemnification by the Issuer. The Issuer agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmlessharmless each Holder, to the full extent permitted by law, Philips and its respective officers, directors directors, partners, members, agents, and employees and of each Person of them, each person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such Persons controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claimsliabilities, damagesclaims or expenses, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”)as incurred, arising out of or based upon (i) relating to any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any form of prospectus or in any amendment thereof or supplement thereto or in any documents incorporated by reference therein) preliminary prospectus, or (ii) arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a any Prospectus or preliminary Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading; provided, however, that the Issuer shall not be liable to any indemnified party in any such case except to the extent that any (i) such Loss arises out of untrue statements or is omissions are based solely upon an untrue statement or alleged untrue statement or omission or alleged omission made information regarding such Holder furnished in any such Registration Statement in reliance upon and in conformity with written information furnished writing to the Issuer by Philips or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the preparation thereof. This indemnity shall be case of an occurrence of an event of the type specified in addition to any liability Section 5(c)(v)-(vii), the use by such Holder of an outdated or defective Prospectus after the Issuer may otherwise havehas notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 9(f). The Issuer shall notify the Holders promptly of the institution, threat or assertion of any proceeding of which the Issuer is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Issuer. The Issuer agrees to indemnify indemnify, and agrees to hold harmless, to the full extent permitted by law, Philips each holder of U.S. Registrable Securities and each of its respective officers, directors directors, partners (general and employees limited, and each Person who controls the directors, officers and Affiliates thereof) (within the meaning of the Securities Act or and the Securities Exchange Act of 1934, as amended (the "Exchange Act") such Persons from and (collectively, the "Indemnified Parties"), against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses) (eachany amounts paid in settlement effected with the Issuer's consent to which such Indemnified Parties may become subject under the Securities Act, a “Loss” and collectively “Losses”state securities or blue sky laws, common law or otherwise), arising insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act (including or any finalamendment or supplement thereto), Prospectus or preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectustherein, in light of the circumstances under which they were made) , not misleading; provided, however, that and the Issuer shall not be liable to will reimburse such Indemnified Party for any indemnified party legal or other expenses reasonably incurred by it in connection with investigating or defending any such case to loss, claim, liability, action or proceeding, except insofar as the extent that any such Loss arises same arise out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement Statement, Prospectus or preliminary or summary Prospectus in reliance upon on and in conformity with written information with respect to such Shareholder furnished to the Issuer by Philips such holder of U.S. Registrable Securities or its representative expressly for use in the preparation thereof. This indemnity shall be in addition to any liability the Issuer may otherwise havetherein.

Indemnification by the Issuer. The To the extent permitted by applicable law, the Issuer agrees to indemnify and hold harmlessharmless each Selling Holder, to the full extent permitted by law, Philips and its respective officers, directors and employees agents, and each Person Person, if any, who controls (each such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such Persons , from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”), arising out of or based upon (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such registration statement or prospectus relating to the Registrable Securities were registered under (as amended or supplemented if the Securities Act (including Issuer shall have furnished any final, preliminary amendments or summary Prospectus contained therein supplements thereto) or any amendment thereof preliminary prospectus, or supplement thereto or any documents incorporated caused by reference therein) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; provided, howeverexcept insofar as such losses, that the Issuer shall not be liable to any indemnified party in claims, damages, liabilities or expenses are caused by any such case to the extent that any such Loss arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance based upon and in conformity with written information furnished in writing to the Issuer by Philips or on behalf of any such Selling Holder expressly for use therein. The Issuer also agrees, to the extent permitted by applicable law, to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in the preparation thereof. This indemnity shall be in addition to any liability the Issuer may otherwise havethis Section 3.7.

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, Philips and its respective each holder of Registrable Securities, their officers, directors and employees and each Person who controls such holder (within the meaning of the Securities Act or the Exchange Act) such Persons from and (the "INDEMNIFIED PARTIES") against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”), incurred by such party in connection with any actual or threatened action arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any finalStatement, Prospectus or preliminary Prospectus or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances under which they were madethen existing) not misleading; provided, however, that and the Issuer shall not be liable agrees to reimburse such Indemnified Parties for any indemnified party legal or other expenses reasonably incurred by them in connection with Bechtel Warrant Agreement investigating or defending any such case to loss or action or proceeding in respect thereof, except insofar as the extent that any such Loss arises same arise out of or is are based upon an untrue statement or alleged any such untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon on and in conformity with written any information furnished in writing to the Issuer by Philips such holder or its counsel expressly for use in therein. The Issuer shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the preparation thereof. This indemnity shall be in addition meaning of the Securities Act) to any liability the Issuer may otherwise havesame extent as provided above with respect to the indemnification of the Indemnified Parties, if requested.