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 agrees to indemnify and hold harmless the Company, each of its directors, and each of its officers who have has signed the registration statement, any Piggyback Registration Statement (or any amendment thereof) and each personPerson, 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"Losses") to which the Company Company, or any such director, officer, controlling person, underwriter or other such security holder, partner or director, officer or controlling person Person of such other security holder the Company may become subject under the such Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages or liabilities Losses (or actions in respect theretothereof) arise out of or are based upon any Violationuntrue statement or alleged untrue statement of any material fact contained in the Piggyback Registration Statement (or any amendment thereof) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, in each case however, that such indemnity shall apply only to the extent (and only to the extent) that such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by Holder in writing expressly for use in connection with the preparation thereof. Holder agrees to reimburse the Company and any such registration; and Holder will reimburse director, officer or controlling person for 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, Loss. The 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) 3.1 shall in respect of any Violation shall not no event exceed the net proceeds received by Holder in the registered offering out from sales of which Elected Registrable Shares giving rise to such Violation arisesobligations.

By Holder. To In connection with any registration statement in which a Holder of Registrable Securities is participating, each such Holder will furnish to the Issuer in writing such information and affidavits relating to disclosure concerning the holder required to be included in the registration statement as the Issuer reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, Holder will indemnify the Issuer, its directors and hold harmless the Company, officers and each of its directors, each of its officers who have signed the registration statement, each person, if any, person who controls the Company Issuer (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 damages, liabilities and expenses resulting from any untrue or liabilities (joint alleged untrue statement of material fact contained in the registration statement, prospectus or several) to which the Company preliminary prospectus or any such directoramendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 but only to the extent (and only to the extent) that such Violation occurs untrue statement or omission is contained in reliance upon and any information or affidavit so furnished in conformity with written information furnished writing by Holder expressly for use in connection with such registrationHolder; 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 obligation to indemnify will be several, not joint and several, among such holders of Registrable Securities and the liability of each Holder of Registrable Securities will be in this subsection 2.4(b) shall not apply proportion 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 limited to the net proceeds amount received by Holder in such holder from the registered offering out sale of which Registrable Securities pursuant to such Violation arisesregistration statement.

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 In connection with the extent permitted by lawregistration or sale of shares of Registrable Securities pursuant to this Agreement, Holder will each holder whose Registrable Securities are included in such registration being effected under this Agreement, shall indemnify and hold harmless the Company, and each of its directors, officers, employees, agents, and affiliates, and each underwriter, and each of its officers who have signed the registration statementdirectors, each personofficers, if anyemployees, who controls the Company within the meaning of the Securities Actagents, 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 Actaffiliates, against any all claims 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 or prospectus, 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 and such directors, officers, partners, underwriters, or control person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such clam, loss, carnage, 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 or prospectus, in reliance upon and in conformity with written information furnished to the Company by Holder expressly such holder of the Registrable Securities, and stated to be specifically for use in connection with such registrationtherein; 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) obligations of such holder hereunder shall not apply to amounts paid in settlement of any such lossclaims, claimlosses, damagedamages, liability or action liabilities if such settlement is effected without the prior written consent of Holdersuch holder, which consent shall not be unreasonably withheld; and provided, further, provided that the total amounts payable in no event shall any indemnity by a Holder under this Section 2.4(b3.7(B) in respect of any Violation shall not exceed the net amount of proceeds from the offering received 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.