Common use of By Holder Clause in Contracts

By Holder. To the extent permitted by law, Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other security holder of the Company selling securities under such registration statement or any of such other security holder’s partners, members, directors or officers or any person who controls such security holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such security holder, partner or director, officer or controlling person of such other security holder 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 thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Holder expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other security holder, partner, member, officer, director or controlling person of such other security holder in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this subsection 2.4(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by a Holder under this Section 2.4(b) in respect of any Violation shall not exceed the net proceeds received by Holder in the registered offering out of which such Violation arises.

By Holder. To The Holder will, if Registrable Securities held by the extent permitted by lawHolder are included in the securities as to which such registration, Holder will qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, each of its officers who have signed officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person, if any, person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, any underwriter and any other security holder of the Company selling securities under such registration statement or any of such other security holder’s partnersagainst all claims, members, directors or officers or any person who controls such security holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such security holder, partner or director, officer or controlling person of such other security holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or and liabilities (or actions in respect theretothereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors, officers, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information regarding the Holder furnished to the Company by an instrument duly executed by the Holder expressly and stated to be specifically for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by therein. Notwithstanding the Company or any such directorforegoing, officer, controlling person, underwriter or other security holder, partner, member, officer, director or controlling person the liability of such other security holder in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this subsection 2.4(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by a Holder under this Section 2.4(bsubsection (b) shall be limited in respect an amount equal to the public offering price of any Violation shall not exceed the net proceeds received shares sold by Holder in the registered offering Holder, unless such liability arises out of which such Violation arisesor is based on willful misconduct by the Holder.

By Holder. To the extent permitted by law, Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter Act and any other security holder of the Company selling securities under such registration statement or any of such other security holder’s partners, members, directors or officers or any person who controls such security holder within the meaning of the Securities Act or the Exchange Actunderwriter, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter or other such security holder, partner or director, officer or controlling person of such other security holder may become subject under the Securities Act, the Exchange 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Holder expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter or other security holder, partner, member, officer, director or controlling person of such other security holder in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this subsection 2.4(bSection 5.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by a Holder under this Section 2.4(b5.5(b) in respect of any Violation shall not exceed the net proceeds received by Holder in the registered offering out of which such Violation arises.

By Holder. To the extent permitted by law, Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other security holder of the Company person selling securities under such registration statement or any of such other security holder’s partners, membersperson's stockholders, directors or officers or any person who controls such security holder other person within the meaning of the Securities Act or the Exchange Act, Act against any lossesall expenses, claims, losses, damages or and liabilities (joint or severalactions in respect thereof) to which the Company or any such director, officer, controlling person, underwriter or other such security holder, partner or director, officer or controlling person of such other security holder they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such lossesexpenses, claims, losses, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Holder expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by pay, as incurred, the Company or any such director, officer, controlling person, underwriter or other security holderperson selling securities under such registration statement, partner, memberstockholder, officer, director or controlling person of such other security holder person for any legal or any other expenses reasonably incurred in connection with investigating investigating, preparing or defending any such claim, loss, claim, damage, liability or action: provided, however, ; provided that the indemnity agreement contained in this subsection 2.4(b) Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, claim, damage, liability or action expense if such settlement is effected without the consent of Holder, Holder (which consent shall not be unreasonably withheld; and provided). Notwithstanding the foregoing, further, that the total amounts payable in indemnity by a liability of Holder under this Section 2.4(bsubsection (b) shall be limited in respect of any Violation shall not exceed an amount equal to the net proceeds received from the shares sold by Holder in the registered offering out of which such Violation arisesHolder.

By Holder. To the extent permitted by law, Holder will indemnify and hold harmless the CompanyParent, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other security holder of the Company selling securities under such registration statement or any of such other security holder’s partners, members, directors or officers or any person who controls such security holder Parent within the meaning of the Securities Act or the Exchange Act, and any underwriter against any losses, claims, damages claims or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such security holder, partner or director, officer or controlling person of such other security holder 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 thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Holder expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Company Parent or any such director, officer, controlling person, person or underwriter or other security holder, partner, member, officer, director or controlling person of such other security holder in connection with investigating or defending any such loss, claim, damage, liability or action: ; provided, however, that the indemnity agreement contained in this subsection 2.4(b1.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, provided further, that the total amounts payable in indemnity by a Holder under this Section 2.4(bsubsection 1.7(b) in respect of any Violation, together with the amount of any damages that such Holder, its directors, officers or any person who controls such Holder has otherwise been required to pay by reason of such Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises.

By Holder. To the extent permitted by law, Holder will indemnify --------- and hold harmless the CompanyParent, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other security holder of the Company selling securities under such registration statement or any of such other security holder’s partners, members, directors or officers or any person who controls such security holder Parent within the meaning of the Securities Act or the Exchange Act, and any underwriter against any losses, claims, damages claims or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such security holder, partner or director, officer or controlling person of such other security holder 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 thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Holder expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Company Parent or any such director, officer, controlling person, person or underwriter or other security holder, partner, member, officer, director or controlling person of such other security holder in connection with investigating or defending any such loss, claim, damage, liability or action: ; provided, however, that the indemnity agreement contained in this subsection 2.4(b1.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, provided further, that the total amounts payable in indemnity by a Holder under this Section 2.4(bsubsection 1.7(b) in respect of any Violation, together with the amount of any damages that such Holder, its directors, officers or any person who controls such Holder has otherwise been required to pay by reason of such Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises.