Common use of By Holder Clause in Contracts

By Holder. The Holder will, if Registrable Securities held by the Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, each of its officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue 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, but only to the extent, that such 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 and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of the Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by the Holder, unless such liability arises out of or is based on willful misconduct by the Holder.

By Holder. The To the extent permitted by law, Holder will, if Registrable Securities held by the Holder are included in the securities as to which such registration, qualification or compliance is being effected, will indemnify and hold harmless the Company, each of its directors, each of its officersofficers who have signed the registration statement, each underwriterperson, if any, of the Company's securities covered by such a registration statement, each 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 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 all 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 and or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon any untrue 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 actionViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document Violation occurs in reliance upon and in conformity with written information regarding the furnished by Holder furnished to 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 an instrument duly executed by the Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of the a Holder under this subsection (bSection 2.4(b) in respect of any Violation shall be limited not exceed the net proceeds received by Holder in an amount equal to the public registered offering price of the shares sold by the Holder, unless such liability arises out of or is based on willful misconduct by the Holderwhich such Violation arises.

By Holder. The To the extent permitted by law, Holder will, if Registrable Securities held by will indemnify --------- and hold harmless the Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the CompanyParent, each of its directors, each of its officersofficers who have signed the registration statement, each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter Parent within the meaning of Section 15 of the Securities Act and any underwriter against any losses, claims or liabilities to which such person may become subject under the Securities Act, against all the Exchange Act or other federal or state law, insofar as such losses, claims, losses, damages and or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon any untrue 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 actionViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document Violation occurs in reliance upon and in conformity with written information regarding the furnished by Holder furnished to the Company by an instrument duly executed expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Holder and stated Parent or any such director, officer, controlling person or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.7(b) shall not apply to be specifically for use therein. Notwithstanding amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the foregoing, the liability consent of the Holder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by Holder under this subsection (b1.7(b) shall be limited in an respect of any Violation, together with the amount equal to the public offering price of the shares sold by the any damages that such Holder, unless its directors, officers or any person who controls such liability arises 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 or is based on willful misconduct by the Holderwhich such Violation arises.

By Holder. The To the extent permitted by law, Holder will, if Registrable Securities held by the Holder are included in the securities as to which such registration, qualification or compliance is being effected, will indemnify and hold harmless the Company, each of its directors, each of its officersofficers who have signed the registration statement, each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act and any underwriter, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter may become subject under the Securities Act, against all the 1934 Act or other federal or state law, insofar as such losses, claims, losses, damages and or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon any untrue 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 actionViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document Violation occurs in reliance upon and in conformity with written information regarding the furnished by Holder furnished to 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 in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this Section 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 an instrument duly executed by the Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of the Holder under this subsection (bSection 5.5(b) in respect of any Violation shall be limited not exceed the net proceeds received by Holder in an amount equal to the public registered offering price of the shares sold by the Holder, unless such liability arises out of or is based on willful misconduct by the Holderwhich such Violation arises.

By Holder. The To the extent permitted by law, Holder will, if Registrable Securities held by will indemnify and hold harmless the Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the CompanyParent, each of its directors, each of its officersofficers who have signed the registration statement, each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter Parent within the meaning of Section 15 of the Securities Act and any underwriter against any losses, claims or liabilities to which such person may become subject under the Securities Act, against all the Exchange Act or other federal or state law, insofar as such losses, claims, losses, damages and or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon any untrue 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 actionViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document Violation occurs in reliance upon and in conformity with written information regarding the furnished by Holder furnished to the Company by an instrument duly executed expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Holder and stated Parent or any such director, officer, controlling person or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.7(b) shall not apply to be specifically for use therein. Notwithstanding amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the foregoing, the liability consent of the Holder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by Holder under this subsection (b1.7(b) shall be limited in an respect of any Violation, together with the amount equal to the public offering price of the shares sold by the any damages that such Holder, unless its directors, officers or any person who controls such liability arises 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 or is based on willful misconduct by the Holderwhich such Violation arises.

By Holder. The Holder will, if Registrable Securities held by the Holder are included in the securities as to which such registration, qualification or compliance is being effected, will indemnify and hold harmless the Company, each of its directors, each of its officersofficers who have signed the registration statement, each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, any underwriter and any other person selling securities under such registration statement or any of such other person's stockholders, directors or officers or any person who controls such other person within the meaning of the Securities Act or the Exchange Act against all expenses, claims, losses, damages and liabilities (or actions in respect thereof) arising to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such expenses, claims, losses, damages or liabilities (or actions in respect thereto) arise out of or are based on upon any untrue statement 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 pay, as incurred, the Company or alleged untrue statement) of a material fact contained in any such director, officer, controlling person, underwriter or other person selling securities under such registration statement, prospectusstockholder, offering circular or other documentofficer, 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 director or controlling persons person of such other person for any legal or any other expenses reasonably incurred in connection with investigating investigating, preparing or defending any claim, loss, damage, liability or action; provided that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action, in each case to expense if such settlement is effected without the extent, but only to the extent, that such untrue statement consent of Holder (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 and stated to which consent shall not be specifically for use thereinunreasonably withheld). Notwithstanding the foregoing, the liability of the Holder under this subsection (b) shall be limited in an amount equal to the public offering price of net proceeds from the shares sold by the Holder, unless such liability arises out of or is based on willful misconduct by the Holder.