Intel 2005 Annual Report Download - page 113

amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a documented request therefor. Notwithstanding the
foregoing, the Holders of the Registrable Securities being registered shall pay any underwriting discounts and commissions and placement agent fees
and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts
retained by such Holders (severally or jointly), other than the counsel and experts specifically referred to above.
6. Indemnification .
(a) The Company shall indemnify and hold harmless each Holder (including, without limitation, the Initial Purchaser), its Affiliates, their
respective officers, directors, employees, and each person, if any, who controls such Holder within the meaning of the Securities Act or the
Exchange Act (collectively referred to for purposes of this Section 6 and Section 7 as a Holder) from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to
purchases and sales of Securities), to which that Holder may become subject, whether commenced or threatened, under the Securities Act, the
Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration
Statement or any Prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and shall reimburse each Holder promptly upon demand for any legal or other expenses reasonably
incurred by that Holder in connection with investigating or defending or preparing to defend against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with any information
provided by a Holder in writing to the Company, including in its Notice and Questionnaire. This indemnity agreement shall be in addition to any
liability that the Company may otherwise have.
(b) Each Holder shall indemnify and hold harmless the Company, its officers, directors, employees, and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 6(b) and Section 7 as
the Company), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company may
become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or
regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue
statement or alleged untrue statement of a material fact contained in any such Registration Statement or any Prospectus forming part thereof or in
any amendment or supplement thereto or (ii) the omission or alleged omission to state
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