Common use of By Holders Clause in Contracts

By Holders. Each of the Holders, severally and not jointly, agrees to indemnify and hold harmless, to the extent permitted by law, the Corporation and each Person who participates as an underwriter in the offering or sale of the Designated Qualifiable Securities, their respective directors, officers, employees, partners, members, stockholders and agents and each Person who controls the Corporation or such underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses (in each case as they are incurred) arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” laws or any amendment thereto which has been furnished to the Corporation by such Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1 which contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (B) any amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Holder, which consent will not be unreasonably withheld, conditioned or delayed.

By Holders. Each of the Holders, severally and not jointly, agrees to indemnify and hold harmless, to To the extent permitted by law, each Holder will, on a several (and not joint and several) basis, if Registrable Securities requested to be registered by such Holder are included in the Corporation securities as to which such registration, qualifications or compliance is being effected, indemnify and hold harmless, the Company, each of its directors, its officers and each Person who participates as an underwriter in the offering or sale of the Designated Qualifiable Securitiesperson, their respective directorsif any, officers, employees, partners, members, stockholders and agents and each Person who controls the Corporation or such underwriter (Company within the meaning of the Securities Act, any applicable Securities Laws) against all losses underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, management company, members, managers, directors or officers or any person who controls such other Holder (excluding loss of profitseach, a “Holder Indemnified Party” and collectively, the “Holder Indemnified Parties”), claimsagainst any Losses to which they may become subject under the Securities Act, damagesthe Exchange Act or other federal or state law, liabilities and expenses insofar as such Losses (or actions in each case as they are incurredrespect to such Losses) arising arise out of or are based uponupon any of the following statements: (i) any information untrue statement or alleged untrue statement of a material fact contained in the such registration statement or incorporated by reference therein, including any preliminary prospectus, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” laws or any amendment thereto which has been furnished to the Corporation by such Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1 which contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement final prospectus contained therein or any amendments or supplements thereto or to otherwise comply with applicable Securities Lawsthereto, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (Bii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading (collectively, a “Holder Violation”), in each case to the extent (and only to the extent) expressly that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder (or its authorized agent) for use in connection with such registration; and each such Holder will reimburse any legal or other expenses (including reasonable attorneys’ fees) reasonably incurred by such Holder Indemnified Parties in connection with investigating or defending any such Loss if it is judicially determined that there was such a Holder Violation; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any claim such Loss if such settlement is effected without the prior written consent of the Holder, which consent will shall not be unreasonably withheld; provided further, conditioned or delayedthat in no event shall the aggregate of any indemnity under this Section 2.8(b) and any contribution under Section 2.8(d) below exceed the proceeds from the offering giving rise to the Violation received 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, each of its officers, each underwriter, if any, of the HoldersCompany's securities covered by such a registration statement, severally and not jointly, agrees to indemnify and hold harmless, to the extent permitted by law, the Corporation and each Person who participates as an underwriter in the offering or sale of the Designated Qualifiable Securities, their respective directors, officers, employees, partners, members, stockholders and agents and each Person person who controls the Corporation Company or such underwriter (within the meaning of any applicable Section 15 of the Securities Laws) 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 losses (excluding loss of profits), claims, damageslosses, damages and liabilities and expenses (or actions in each case as they are incurredrespect thereof) arising out of or based upon: on any untrue statement (ior alleged untrue statement) any information or statement of a material fact contained in the preliminary prospectus, final prospectus, any such registration statement, prospectus, offering circular or other document, or any filing made 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, such directors, officers, persons, underwriters or control 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 Qualification under extent, but only to the securities 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 “blue sky” laws or any amendment thereto which has been document in reliance upon and in conformity with written information regarding a Holder furnished to the Corporation Company by an instrument duly executed by such Holder in writing expressly and stated to be specifically for use therein pursuant therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to subsection 3.2(a) or section 4.1 which contains the public offering price of the shares sold by such Holder, unless such liability arises out of or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened based on willful misconduct by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the such Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (B) any amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Holder, which consent will not be unreasonably withheld, conditioned or delayed.

By Holders. Each of Holder will, if Registrable Securities held by such Holder are included in the Holderssecurities as to which such registration, severally and not jointlyqualification or compliance is being effected, agrees to indemnify and hold harmlessharmless the Company, to the extent permitted by laweach of its directors, the Corporation and each Person who participates as an underwriter in the offering or sale of its officers, each underwriter, if any, of the Designated Qualifiable SecuritiesCompany's securities covered by such a registration statement, their respective directors, officers, employees, partners, members, stockholders and agents and each Person person who controls the Corporation Company or such underwriter (within the meaning of any applicable Section 15 of the Securities Laws) 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 losses (excluding loss of profits), claims, damageslosses, damages and liabilities and expenses (or actions in each case as they are incurredrespect thereof) arising out of or based upon: on any untrue statement (ior alleged untrue statement) any information or statement of a material fact contained in the preliminary prospectus, final prospectus, any such registration statement, prospectus, offering circular or other document, or any filing made 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, such directors, officers, persons, underwriters or control 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 Qualification under extent, but only to the securities 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 “blue sky” laws or any amendment thereto which has been document in reliance upon and in conformity with written information furnished to the Corporation 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 amount of net proceeds received by such Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1 which contains respect of the Registrable Securities sold by such Holder, unless such liability arises out of or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened based on willful misconduct by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the such Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (B) any amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Holder, which consent will not be unreasonably withheld, conditioned or delayed.

By Holders. Each of the Holders, severally and not jointly, agrees to indemnify and hold harmless, to To the extent permitted by law, each Holder will, if Registrable Securities requested to be registered by such Holder are included in the Corporation securities as to which such registration, qualifications or compliance is being effected, indemnify and hold harmless, the Company, each of its directors, its officers and each Person who participates as an underwriter in the offering or sale of the Designated Qualifiable Securitiesperson, their respective directorsif any, officers, employees, partners, members, stockholders and agents and each Person who controls the Corporation or such underwriter (Company within the meaning of the Securities Act, any applicable Securities Laws) against all losses underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, management company, members, managers, directors or officers or any person who controls such other Holder (excluding loss of profitseach, a “Holder Indemnified Party” and collectively, the “Holder Indemnified Parties”), claimsagainst any Losses (joint or several) to which they may become subject under the Securities Act, damagesthe Exchange Act or other federal or state law, liabilities and expenses insofar as such Losses (or actions in each case as they are incurredrespect to such Losses) arising arise out of or are based uponupon any of the following statements: (i) any information untrue statement or alleged untrue statement of a material fact contained in the such registration statement or incorporated by reference therein, including any preliminary prospectus, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” laws or any amendment thereto which has been furnished to the Corporation by such Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1 which contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement final prospectus contained therein or any amendments or supplements thereto or to otherwise comply with applicable Securities Lawsthereto, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (Bii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading (collectively, a “Holder Violation”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder (or its authorized agent) for use in connection with such registration; and each such Holder will reimburse any legal or other expenses (including reasonable attorneys’ fees) reasonably incurred by such Holder Indemnified Parties in connection with investigating or defending any such Loss if it is judicially determined that there was such a Holder Violation; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any claim such Loss if such settlement is effected without the prior written consent of the Holder, which consent will shall not be unreasonably withheld; provided further, conditioned or delayedthat in no event shall the aggregate of any indemnity under this Section 2.8(b) and any contribution under Section 2.8(d) below exceed the proceeds from the offering giving rise to the Violation received by such Holder.

By Holders. Each of the Holders, severally and not jointly, agrees to indemnify and hold harmless, to To the extent permitted by law, each Holder will, if Registrable Securities requested to be registered by such Holder are included in the Corporation securities as to which such registration, qualifications or compliance is being effected, indemnify and hold harmless, the Company, each of its directors, its officers and each Person who participates as an underwriter in the offering or sale of the Designated Qualifiable Securitiesperson, their respective directorsif any, officers, employees, partners, members, stockholders and agents and each Person who controls the Corporation or such underwriter (Company within the meaning of the Securities Act, any applicable Securities Laws) against all losses underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, management company, members, managers, directors or officers or any person who controls such other Holder (excluding loss of profitseach, a “Holder Indemnified Party” and collectively, the “Holder Indemnified Parties”), claimsagainst any Losses (joint or several) to which they may become subject under the Securities Act, damagesthe Exchange Act or other federal or state law, liabilities and expenses insofar as such Losses (or actions in each case as they are incurredrespect of such Losses) arising arise out of or are based uponupon any of the following statements: (i) any information untrue statement or alleged untrue statement of a material fact contained in the such registration statement or incorporated by reference therein, including any preliminary prospectus, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” laws or any amendment thereto which has been furnished to the Corporation by such Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1 which contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement final prospectus contained therein or any amendments or supplements thereto or to otherwise comply with applicable Securities Lawsthereto, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (Bii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading (collectively, a “Holder Violation”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder (or its authorized agent) for use in connection with such registration; and each such Holder will reimburse any legal or other expenses (including reasonable attorneys’ fees) reasonably incurred by such Holder Indemnified Parties in connection with investigating or defending any such Loss if it is judicially determined that there was such a Holder Violation; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any claim such Loss if such settlement is effected without the prior written consent of the Holder, which consent will shall not be unreasonably withheld; provided further, conditioned or delayedthat in no event shall the aggregate of any indemnity under this Section 2.8(b) and any contribution under Section 2.8(d) below exceed the proceeds from the offering giving rise to the Violation received by such Holder.

By Holders. Each of the Holders, severally and not jointly, agrees The Holders agree to indemnify and hold harmlessindemnify, to the extent permitted by law, the Corporation and each Person who participates as an underwriter in the offering or sale of the Designated Qualifiable Registrable Securities, their respective directors, officers, employees, partners, members, stockholders employees and agents and each Person who controls the Corporation or such underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits)losses, claims, damages, liabilities and expenses (in each case as they are incurred) arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, registration statementProspectus or the Registration Statement, any filing made in connection with the Qualification Registration under the securities or other “blue sky” laws rules or any amendment thereto which has been furnished to the Corporation by such Holder the Holders in writing expressly for use therein pursuant to subsection 3.2(a) or section Section 4.1 which at the time and in light of the circumstances under which it was made contains a misrepresentation or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, Prospectus or Registration Statement or any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder Holders in writing expressly for use therein pursuant to subsection 3.2(a) or section Section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the HolderHolders which is not as a result of a failure or alleged failure of the Corporation to comply with applicable Securities Laws; and (iii) the Holder’s Holders’ failure to deliver to a purchaser of Designated Qualifiable Registrable Securities, a copy of the prospectus Prospectus or the registration statement Registration Statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws in a manner which is not a result of a failure or alleged failure of the Corporation to comply with applicable Securities Laws, except in the case of any of the foregoing insofar as directly (A) caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Registrable Securities a copy of the prospectus Prospectus or the registration statement Registration Statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (B) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the HolderHolders, which consent will shall not be unreasonably withheld, conditioned withheld or delayed.

By Holders. Each of the Holders, severally and not jointly, agrees to indemnify and hold harmless, to To the extent permitted by law, each Holder shall, if Registrable Securities held by that Holder are included in the Corporation securities as to which Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, and independent accountant of the Company, each Person who participates as an underwriter in Controls the offering or sale of the Designated Qualifiable Securities, their respective directors, officers, employees, partners, members, stockholders and agents and each Person who controls the Corporation or such underwriter (Company within the meaning of any applicable the Securities Laws) Act, and each other Holder, each of its officers, directors, and constituent partners, and each Person Controlling the other Holder, against all losses (excluding loss of profits), claims, damages, liabilities and expenses (in each case as they are incurred) Damages arising out of or based upon: upon any untrue statement (ior alleged untrue statement) any information or statement of a material fact contained in the preliminary any Registration Statement, prospectus, final 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, in the light of circumstances under which they were made, not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, the Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, those Holders, directors, officers, partners, Persons, law and accounting firms, underwriters or Control Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in that Registration Statement, prospectus, registration statementoffering circular, any filing made or other document in reliance upon and in conformity with written information furnished to the Company by that Holder and stated to be specifically for use in connection with the Qualification under the offering of securities or other “blue sky” laws or any amendment thereto which has been furnished to the Corporation by such Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1 which contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or Company, provided, however, that the registration statement or any amendments or supplements thereto or indemnity contained in this Section 2.9 shall not apply to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (B) any amounts paid in settlement of any claim Damages if such settlement is effected without the prior written consent of the Holder, that Holder (which consent will shall not be unreasonably withheld) and provided, conditioned or delayedfurther, that each Holder’s liability under this Section 2.9 shall not exceed the Holder’s proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with that Registration. Any indemnification pursuant to this Section 2.9 shall be several, and not joint and several, among the Holders whose Registrable Securities are included in the Registration.

By Holders. Each of Holder will, if Registrable Securities held by such Holder are included in the Holderssecurities as to which such registration, qualification or compliance is being effected, severally and not jointly, agrees to indemnify and hold harmlessharmless the Company, to the extent permitted by laweach of its directors, the Corporation and each Person who participates as an underwriter in the offering or sale of its officers, each underwriter, if any, of the Designated Qualifiable SecuritiesCompany's securities covered by such a registration statement, their respective directors, officers, employees, partners, members, stockholders and agents and each Person person who controls control the Corporation Company or such underwriter (within the meaning of any applicable Section 15 of the Securities Laws) 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 losses (excluding loss of profits), claims, damageslosses, damages and liabilities and expenses (or actions in each case as they are incurredrespect thereof) arising out of or based upon: on any untrue statement (ior alleged untrue statement) any information or statement of a material fact contained in the preliminary prospectus, final prospectus, any such registration statement, prospectus, offering circular or other document, or any filing made 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, such directors, officers, persons, underwriters or control 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 Qualification under extent, but only to the securities 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 “blue sky” laws or any amendment thereto which has been document in reliance upon and in conformity with written information furnished to the Corporation 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 amount of the proceeds received by such Holder in writing expressly for use therein pursuant the offering giving rise to subsection 3.2(a) or section 4.1 which contains the liability unless such liability arises out of or is alleged to contain a misrepresentation; (ii) based on willful misconduct by such Holder. This indemnity shall survive in full force and effect regardless of any order investigation made by or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, on behalf of the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto Company or any other document filed in connection therewith based upon officer, director or partner thereof or any information or statement which has been furnished to person controlling the Corporation by Company, and shall survive the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws transfer of the securities by the Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (B) any amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Holder, which consent will not be unreasonably withheld, conditioned or delayed.

By Holders. Each of Holder will, if Registrable Securities held by such Holder are included in the Holderssecurities as to which such registration, severally and not jointlyqualification or compliance is being effected, agrees to indemnify and hold harmlessharmless the Company, to the extent permitted by laweach of its directors, the Corporation and each Person who participates as an underwriter in the offering or sale of its officers, each underwriter, if any, of the Designated Qualifiable SecuritiesCompany’s securities covered by such a registration statement, their respective directors, officers, employees, partners, members, stockholders and agents and each Person person who controls the Corporation Company or such underwriter (within the meaning of any applicable Section 15 of the Securities Laws) 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 losses (excluding loss of profits), claims, damageslosses, damages and liabilities and expenses (or actions in each case as they are incurredrespect thereof) arising out of or based upon: on any untrue statement (ior alleged untrue statement) any information or statement of a material fact contained in the preliminary prospectus, final prospectus, any such registration statement, prospectus, offering circular or other document, or any filing made 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, such directors, officers, persons, underwriters or control 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 Qualification under extent, but only to the securities 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 “blue sky” laws or any amendment thereto which has been document in reliance upon and in conformity with written information furnished to the Corporation Company by an instrument duly executed by such Holder in writing expressly and stated to be specifically for use therein pursuant therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to subsection 3.2(a) or section 4.1 which contains the public offering price of the Registrable Securities sold by such Holder, unless such liability arises out of or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened based on willful misconduct by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the such Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (B) any amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Holder, which consent will not be unreasonably withheld, conditioned or delayed.

By Holders. Each of Holder will, if Registrable Securities held by ---------- such Holder are included in the Holderssecurities as to which such registration, severally and not jointlyqualification or compliance is being effected, agrees to indemnify and hold harmlessharmless the Company, to the extent permitted by laweach of its directors, the Corporation and each Person who participates as an underwriter in the offering or sale of its officers, each underwriter, if any, of the Designated Qualifiable SecuritiesCompany's securities covered by such a registration statement, their respective directors, officers, employees, partners, members, stockholders and agents and each Person person who controls the Corporation Company or such underwriter (within the meaning of any applicable Section 15 of the Securities Laws) 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 losses (excluding loss of profits), claims, damageslosses, damages and liabilities and expenses (or actions in each case as they are incurredrespect thereof) arising out of or based upon: on any untrue statement (ior alleged untrue statement) any information or statement of a material fact contained in the preliminary prospectus, final prospectus, any such registration statement, prospectus, offering circular or other document, or any filing made 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, such directors, officers, persons, underwriters or control 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 Qualification under extent, but only to the securities 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 “blue sky” laws or any amendment thereto which has been document in reliance upon and in conformity with written information furnished to the Corporation Company by an instrument duly executed by such Holder in writing expressly and stated to be specifically for use therein pursuant therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to subsection 3.2(a) or section 4.1 which contains the public offering price of the Registrable Securities sold by such Holder, unless such liability arises out of or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened based on willful misconduct by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the such Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (B) any amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Holder, which consent will not be unreasonably withheld, conditioned or delayed.

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, each of its officers, each underwriter, if any, of the HoldersCompany’s securities covered by such a registration statement, severally and not jointly, agrees to indemnify and hold harmless, to the extent permitted by law, the Corporation and each Person who participates as an underwriter in the offering or sale of the Designated Qualifiable Securities, their respective directors, officers, employees, partners, members, stockholders and agents and each Person person who controls the Corporation Company or such underwriter (within the meaning of any applicable Section 15 of the Securities Laws) 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 losses (excluding loss of profits), claims, damageslosses, damages and liabilities and expenses (or actions in each case as they are incurredrespect thereof) arising out of or based upon: on any untrue statement (ior alleged untrue statement) any information or statement of a material fact contained in the preliminary prospectus, final prospectus, any such registration statement, prospectus, offering circular or other document, or any filing made 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, such directors, officers, persons, underwriters or control 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 Qualification under extent, but only to the securities 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 “blue sky” laws or any amendment thereto which has been document in reliance upon and in conformity with written information regarding a Holder furnished to the Corporation Company by an instrument duly executed by such Holder in writing expressly and stated to be specifically for use therein pursuant therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to subsection 3.2(a) or section 4.1 which contains the public offering price of the shares sold by such Holder, unless such liability arises out of or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened based on willful misconduct by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the such Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (B) any amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Holder, which consent will not be unreasonably withheld, conditioned or delayed.

By Holders. Each of the Holders, severally and not jointly, agrees to indemnify and hold harmless, to To the extent permitted by law, each Holder will indemnify and hold harmless the Corporation and Company, each Person who participates as an underwriter in the offering or sale of the Designated Qualifiable Securities, their respective its directors, officers, employees, partners, members, stockholders and agents and each Person other Affiliates (if any) of the Company, each person (if any) who controls the Corporation or such underwriter Company (within the meaning of the Securities Act), any applicable underwriter (ad defined in the Securities Laws) Act), any other Holder selling securities under such Registration Statement and any of such other Holder’s directors, officers, other Affiliates, or controlling person against all losses (excluding loss of profits)any losses, claims, damagesdamages or liabilities (joint or several) to which the Company or any such director, officer, other Affiliate, controlling person, or other such Holder, director, officer, other Affiliate or controlling person of such other 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 and expenses (or actions in each case as they are incurredrespect thereto) arising arise out of or are based upon: upon any Violation, to the extent (iand only to the extent) that such Violation occurs in reliance upon and in conformity with any information or statement contained in the preliminary prospectus, final prospectus, registration statement, any filing made furnished by such Holder expressly for use in connection with such registration. A Holder’s obligation to indemnify hereunder is subject to and conditioned upon (a) receiving prompt written notice in reasonable detail from the Qualification under indemnified party of the securities or other “blue sky” laws or any amendment thereto which has been furnished to nature of and the Corporation facts surrounding such claim, accompanied by such Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1 which contains or is alleged to contain a misrepresentationall documents related thereto; (iib) such indemnified party’s full cooperation with the prosecution, defense, and settlement of any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in the preliminary prospectus, the final prospectus, the registration statement, any amendment thereto or any other document filed in connection therewith based upon any information or statement which has been furnished to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the Holdersuch claim; and (iiic) the Holder’s failure Holder having the right to deliver prosecute, defend, and settle any such claim with counsel of its own choosing. Subject to a purchaser of Designated Qualifiable Securitiesthe following sentence, a copy of the prospectus or Holder will reimburse such indemnified party for the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case costs of any settlement of any claim, provided, however, that the foregoing insofar as directly caused by the Corporation or any underwriter’s failure indemnity agreement contained in this Section 4.2 will not apply to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (B) any amounts paid in settlement of any claim such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Holder, which consent will not be unreasonably withheld, conditioned or delayed, provided, further that no such Holder will be required to indemnify any amount under this Section 4.2 in excess of the net proceeds of all such Registrable Securities offered and sold by such Holder pursuant to such Registration Statement.

By Holders. Each of To the Holders, severally and not jointly, agrees to indemnify and hold harmless, 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 Corporation 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 Registrable Securities, and each Person who participates as an underwriter in the offering or sale of the Designated Qualifiable Securities, their respective directors, officers, employees, partners, members, stockholders and agents and each Person person who controls the Corporation Company or such underwriter (within the meaning of the Securities Act or the Exchange Act, against any applicable Losses to which the Company or any such director or controlling person may become subject, under the Securities LawsAct, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) against all losses (excluding loss arise out of profits)or are based upon any Violation, claims, damages, liabilities and expenses (in each case as they are incurredto the extent (and only to the extent) arising that such Violation arises out of or is based upon: (i) any upon information or statement contained in the preliminary prospectus, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” laws or any amendment thereto which has been furnished to the Corporation by such Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1 which contains or is alleged to contain a misrepresentationin connection with such registration; (ii) and each such Holder will reimburse any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC, a court legal or other competent authority based upon (A) any misrepresentation or alleged misrepresentation in expenses reasonably incurred by the preliminary prospectus, the final prospectus, the registration statementCompany, any amendment thereto such underwriter or any other document filed such controlling person in connection therewith based upon with investigating or defending any information such Losses (or statement which has been furnished actions in respect thereof); provided, however, that the indemnity agreement -------- ------- contained in this Section 7.7(b) shall not apply to the Corporation by the Holder in writing expressly for use therein pursuant to subsection 3.2(a) or section 4.1, or (B) any failure or alleged failure to comply with applicable Securities Laws by the Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as directly caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; or (B) any amounts paid in settlement of any claim such Losses (or actions in respect thereof) if such settlement is effected without the prior written consent of the Holder (in 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) shall not exceed the net proceeds received by such Holder from the sale of Registrable Securities held by such Holder included in such registration, which consent will not be unreasonably withheld, conditioned qualification or delayedcompliance.