Common use of By Holders Clause in Contracts

By Holders. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and 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, and each other such Holder, 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 Holders for any legal or any other expenses reasonably incurred by them 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 furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by such Holder, unless such registration liability arises out of or is based on willful conduct by such Holder.

By Holders. Each To the maximum extent permitted by law, each Holder (severally, but not jointly) will, if Registrable Securities held by such Holder are included in the securities Registrable Securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such a registration statementRegistrable Securities, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act, against any Losses to which the Company or any such director or controlling person may become subject, under the Securities Act, and each the Exchange Act or other federal or state law, insofar as such Holder, against all claims, losses, damages and liabilities Losses (or actions in respect thereof arising 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 arises out of or alleged untrue statement) of a material fact contained is based upon information furnished by such Holder in any writing expressly for use in connection with 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, registration; and each such Holder will reimburse the Company, such Holders for any legal or any other expenses reasonably incurred by them the Company or any such controlling person in connection with investigating or defending any such claimLosses (or actions in respect thereof); provided, loss, damage, liability or action, in each case to the extent, but only to the extenthowever, that the indemnity agreement contained in this Section 7.7(b) shall not apply to amounts paid in settlement of any such untrue statement Losses (or alleged untrue statementactions in respect thereof) or omission if such settlement is effected without the consent of the Holder (or alleged omissionin which case the parties shall first have met and conferred in good faith regarding such settlement). Each Holder's liability under this Section 7.7(b) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to shall not exceed the Company by an instrument duly executed net proceeds received by such Holder and stated to be specifically for use therein. Notwithstanding from the foregoing, the liability sale of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold Registrable Securities held by such HolderHolder included in such registration, unless such registration liability arises out of qualification or is based on willful conduct by such Holdercompliance.

By Holders. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company’s '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 each other such Holder, 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 Holders for any legal or any other expenses reasonably incurred by them 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 furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by such Holder, unless such registration liability arises out of or is based on willful conduct by such Holder.

By Holders. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and directors, each of its officers, each underwriter, if any, of the Company’s '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 each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof 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 Holders Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred by them 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 furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by such Holder, unless such registration liability arises out of or is based on willful conduct misconduct by such Holder.

By Holders. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and directors, each of its officers, each underwriter, if any, of the Company’s '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 each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof 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 Holders Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred by them 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 furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price amount of net proceeds received by such Holder in respect of the shares Registrable Securities sold by such Holder, unless such registration liability arises out of or is based on willful conduct misconduct by such Holder.

By Holders. Each Holder will, if Registrable Securities held by ---------- such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and directors, each of its officers, each underwriter, if any, of the Company’s '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 each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof 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 Holders Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred by them 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 a Holder furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by such Holder, unless such registration liability arises out of or is based on willful conduct misconduct by such Holder.

By Holders. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the CompanyAcquiror, each of its directors and officers, each underwriter, if any, of the Company’s Acquiror's securities covered by such a registration statement, each person who controls the Company Acquiror or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, 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 CompanyAcquiror, such Holders for any legal or any other expenses reasonably incurred by them 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 furnished to the Company Acquiror by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by such Holder, unless such registration liability arises out of or is based on willful conduct by such Holder.

By Holders. Each Holder will, if holder of Registrable Securities held by such Holder which are included or are to be included in the securities as to which such registration, qualification or compliance is being effected, any registration statement filed in connection with this Agreement will indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such a registration statement, and each person who controls the Company or such an underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, against all claims, losses, damages and liabilities (or actions in respect thereof thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such a 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 Holders directors, officers, underwriters or controlling persons for any legal or any other expenses reasonably incurred by them 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 the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such the registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, (i) any obligations of the Holders arising under this subsection (b) shall be several, and not joint and several, among such Holders on the basis of the number of Registrable Securities included in such registration statement and (ii) the liability of each any Holder under this subsection (b) shall be limited in an amount equal to the public offering price of net proceeds from the shares Registrable Securities sold by such Holder, unless such registration liability arises out of or is based on willful conduct misconduct by such Holder.

By Holders. Each Holder will, if Registrable Securities held by ---------- such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and directors, each of its officers, each underwriter, if any, of the Company’s '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 each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof 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 Holders Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred by them 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 furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by such Holder, unless such registration liability arises out of or is based on willful conduct misconduct by such Holder.

By Holders. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors directors, officers, shareholders and officersagents, each underwriter, if any, of the Company’s 's securities covered by such a registration statement, each person Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers, directors, shareholders, agents and partners and each Person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof thereof), including any of the foregoing incurred in settlements of any litigation, 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 Holders Holders, such directors, officers, persons, underwriters or control Persons for any legal or any other expenses reasonably incurred by them 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 furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of proceeds received by such Holder for the shares sold by such Holder, unless such registration liability arises out of or is based on willful conduct by such HolderHolder or Founder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any such director, officer, shareholder, agent, partner, underwriter or controlling Person and shall survive the transfer of such securities by such holder.

By Holders. Each Holder will, if Registrable Securities held by ---------- such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company’s '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 each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof 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 Holders Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred by them 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 furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the initial public offering price of the shares sold by such Holder, unless such registration liability arises out of or is based on willful conduct by such Holder.

By Holders. Each To the maximum extent permitted by law, each Holder ---------- (severally, but not jointly) will, if Registrable Securities held by such Holder are included in the securities Registrable Securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such a registration statementRegistrable Securities, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act, against any Losses to which the Company or any such director or controlling person may become subject, under the Securities Act, and each the Exchange Act or other federal or state law, insofar as such Holder, against all claims, losses, damages and liabilities Losses (or actions in respect thereof arising 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 arises out of or alleged untrue statement) of a material fact contained is based upon information furnished by such Holder in any writing expressly for use in connection with 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, registration; and each such Holder will reimburse the Company, such Holders for any legal or any other expenses reasonably incurred by them the Company or any such controlling person in connection with investigating or defending any such claimLosses (or actions in respect thereof); provided, loss, damage, liability or action, in each case to the extent, but only to the extenthowever, that the indemnity agreement contained in -------- ------- this Section 7.6(b) shall not apply to amounts paid in settlement of any such untrue statement Losses (or alleged untrue statementactions in respect thereof) or omission if such settlement is effected without the consent of the Holder (or alleged omissionin which case the parties shall first have met and conferred in good faith regarding such settlement). Each Holder's liability under this Section 7.6(b) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to shall not exceed the Company by an instrument duly executed proceeds received by such Holder and stated to be specifically for use therein. Notwithstanding from the foregoing, the liability sale of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold Registrable Securities held by such HolderHolder included in such registration, unless such registration liability arises out of qualification or is based on willful conduct by such Holdercompliance.

By Holders. Each In connection with any registration statement in which a Holder willis participating, if Registrable Securities held by each such Holder are included in the securities as will furnish to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or in writing such underwriter within information and affidavits as the meaning of Section 15 of the Securities Act, and each other such Holder, against all claims, losses, damages and liabilities (or actions Company reasonably requests for use in respect thereof arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in connection with any such registration statement, prospectus, offering circular preliminary prospectus or Free‑Writing Prospectus, or any amendment thereof or supplement thereto and, to the extent permitted by law, will indemnify the Company, its officers, directors, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act) against any Losses resulting from (as determined by a final and appealable judgment, order or decree of a court of competent jurisdiction) any untrue statement or alleged untrue statement of material fact contained in the registration statement, prospectus, preliminary prospectus or Free‑Writing Prospectus, or any amendment thereof or supplement thereto, or in any application or other documentdocument or communications, or any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein and such Xxxxxx will reimburse the Company, such Holders Company for any legal or any other expenses reasonably incurred by them it in connection with the investigating or defending any such claimLosses; provided that the obligation to indemnify will be individual, lossnot joint and several, damage, liability or action, in for each case Holder and will be limited to the extent, but only net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant 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 furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by such Holder, unless such registration liability arises out of or is based on willful conduct by such Holder.

By Holders. Each Holder willSelling Holder, if Registrable Securities held by such Holder are included in the securities as to which such registrationseverally and not jointly, qualification or compliance is being effected, will indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company’s '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 each other such Selling Holder, against all claims, losses, damages and liabilities (or actions in respect thereof 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 Holders Selling Holders, such directors, officers, underwriters or control persons for any legal or any other expenses reasonably incurred by them 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 furnished to the Company by an instrument duly executed by such Selling Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Selling 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 such Holder, unless such registration liability arises out of or is based on willful conduct by such Selling Holder.

By Holders. Each To the extent permitted by law, each Selling Holder will, if Registrable Securities held by such 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 and officers, each underwriter, if any, of the Company’s '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 each other such Selling Holder, against all claims, losses, damages and liabilities (or actions in respect thereof 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 Holders Selling Holders, such directors, officers, underwriters or control persons for any legal or any other expenses reasonably incurred by them 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 furnished to the Company by an instrument duly executed by such Selling Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Selling 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 such Selling Holder, unless such registration liability arises out of or is based on willful conduct misconduct by such Selling Holder. The Company also shall be entitled to receive indemnities from underwriters participating in the distribution to the same extent as customarily furnished by such persons in similar circumstances.

By Holders. Each To the maximum extent permitted by law, each Holder (severally, but not jointly) will, if Registrable Securities held by such Holder are included in the securities Registrable Securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such a registration statementRegistrable Securities, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act, against any Losses to which the Company or any such director or controlling person may become subject, under the Securities Act, and each the Exchange Act or other federal or state law, insofar as such Holder, against all claims, losses, damages and liabilities Losses (or actions in respect thereof arising 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 arises out of or alleged untrue statement) of a material fact contained is based upon information furnished by such Holder in any writing expressly for use in connection with 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, registration; and each such Holder will reimburse the Company, such Holders for any legal or any other expenses reasonably incurred by them the Company or any such controlling person in connection with investigating or defending any such claimLosses (or actions in respect thereof); provided, loss, damage, liability or action, in each case to the extent, but only to the extenthowever, that the indemnity agreement contained in this Section 7.6(b) shall not apply to amounts paid in settlement of any such untrue statement Losses (or alleged untrue statementactions in respect thereof) or omission if such settlement is effected without the consent of the Holder (or alleged omissionin which case the parties shall first have met and conferred in good faith regarding such settlement). Each Holder's liability under this Section 7.6(b) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to shall not exceed the Company by an instrument duly executed proceeds received by such Holder and stated to be specifically for use therein. Notwithstanding from the foregoing, the liability sale of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold Registrable Securities held by such HolderHolder included in such registration, unless such registration liability arises out of qualification or is based on willful conduct by such Holdercompliance.

By Holders. Each To the maximum extent permitted by law, each Holder (severally, but not jointly) will, if Registrable Securities held by such Holder are included in the securities Registrable Securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such a registration statementRegistrable Securities, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act, against any Losses to which the Company or any such director or controlling person may become subject, under the Securities Act, and each the Exchange Act or other federal or state law, insofar as such Holder, against all claims, losses, damages and liabilities Losses (or actions in respect thereof arising 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 arises out of or alleged untrue statement) of a material fact contained is based upon information furnished by such Holder in any writing expressly for use in connection with 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, registration; and each such Holder will reimburse the Company, such Holders for any legal or any other expenses reasonably incurred by them the Company, any such underwriter or any such controlling person in connection with investigating or defending any such claimLosses (or actions in respect thereof); provided, loss, damage, liability or action, in each case to the extent, but only to the extenthowever, that the indemnity agreement contained in this Section 7.7(b) shall not apply to amounts paid in settlement of any such untrue statement Losses (or alleged untrue statementactions in respect thereof) or omission if such settlement is effected without the consent of the Holder (or alleged omissionin which case the parties shall first have met and conferred in good faith regarding such settlement). Each Holder's liability under this Section 7.7(b) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to shall not exceed the Company by an instrument duly executed net proceeds received by such Holder and stated to be specifically for use therein. Notwithstanding from the foregoing, the liability sale of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold Registrable Securities held by such HolderHolder included in such registration, unless such registration liability arises out of qualification or is based on willful conduct by such Holdercompliance.

By Holders. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors directors, each of its officers, legal and officersfinancial advisors, 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, and each other such Holder, each of its officers and directors, legal and financial advisors, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof 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 Holders Holders, such directors, officers, legal and financial advisors, underwriters or control persons for any legal or any other expenses reasonably incurred by them 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 a Holder furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (bSection 3.7(b) shall be several, not joint and several, among the Holders, and shall be limited in an amount equal to the public offering price net proceeds received by such Holder of the shares sold by such Holder, unless Holder in such registration liability arises out of or is based on willful conduct by such Holderregistration.

By Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, will indemnify the Companyand hold harmless OmniVision, each of its directors and directors, officers, and each underwriterother Affiliate of OmniVision and any other Holder selling securities under such registration statement and any of such other Holder's Affiliates against any losses, if anyclaims, damages or liabilities (joint or several) to which OmniVision or any such director, officer, controlling person or other such Holder, director, officer or controlling person 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 other Holder may become subject under the Securities Act, and each the Exchange Act or other federal or state law, insofar as such Holderlosses, against all claims, losses, damages and or liabilities (or actions in respect thereof arising thereto) 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 Holders for any legal or any other expenses reasonably incurred by them 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 furnished to the Company by an instrument duly executed by such Holder and stated to be specifically expressly for use thereinin connection with such registration. Notwithstanding Each such Holder will reimburse any legal or other expenses reasonably incurred by OmniVision or any such director, officer, controlling person or other Holder, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however that the foregoingindemnity agreement contained in this Section 4.2 will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the liability consent of each such Holder, which consent will not be unreasonably withheld, provided, further that no such Holder will be required to indemnify any amount under this subsection (b) shall be limited Section 4.2 in an amount equal to excess of the public offering price of the shares all such Registrable Securities offered and sold by such Holder, unless Holder pursuant to such registration liability arises out of or is based on willful conduct by such Holderstatement.