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, officers, shareholders and agents, 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, 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), 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, 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 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 proceeds received by such Holder for the shares sold by such Holder, unless such liability arises out of or is based on willful conduct by such Holder 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, directors and officers, shareholders and agents, each underwriter, if any, of the Company'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 officers and partners directors and each Person 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), 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, such directors, officers, persons, underwriters or control Persons persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information 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 proceeds received by such Holder for initial public offering price of the shares sold by such Holder, unless such liability arises out of or is based on willful conduct by such Holder 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 holderHolder.

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, directors and officers, shareholders and agents, each underwriter, if any, of the CompanyAcquiror's securities covered by such a registration statement, each Person person who controls the Company Acquiror 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), including any of the foregoing incurred in settlements of any litigation, 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, such directors, officers, persons, underwriters or control Persons 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 proceeds received by such Holder for 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 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 holderHolder.

By Holders. Each In connection with any registration statement in which a Holder will, if of Registrable Securities held by is participating, each such Holder are included in the securities as agrees to which such registration, qualification or compliance is being effected, indemnify the Company, each of Company and its directors, officers, shareholders employees and agents, each underwriter, if any, of the Company's securities covered by such a registration statement, agents and each Person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act) the Company against any losses, 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, lossesdamages, damages liabilities and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlements of any litigation, expenses arising out of or based on upon (i) any untrue statement (or alleged untrue statement) statement of a material fact contained or incorporated by reference in any such the registration statement, prospectus, offering circular prospectus or other document, preliminary prospectus or any amendment thereof or supplement thereto 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, 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 extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was 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 proceeds received by such Holder for the shares sold by such Holder, unless such liability arises out of or is based on willful conduct by such Holder or Founder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder for use in connection with such registration statement, prospectus or preliminary prospectus or any such director, officer, shareholder, agent, partner, underwriter amendment thereof or controlling Person and shall survive the transfer of such securities supplement thereto (ii) any failure by such holderHolder to comply with the covenants and agreements contained in this Registration Rights Agreement respecting the sale of the Registrable Securities or (iii) the inaccuracy of any representation made by such Holder in this Registration Rights Agreement or in any representations relating to such Holder's acquisition of the Shares made by such Holder in any of the other Related Agreements; provided that the obligation to indemnify will be several, not joint and several, among Holders of Registrable Securities and the liability hereunder of each such Holder of Registrable Securities will be in proportion to and limited to the gross amount received by such Holder from the sale of Registrable Securities pursuant to such registration statement.

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, directors and officers, shareholders and agents, each underwriter, if any, of the Company's securities covered by such a registration statementRegistrable Securities, and each Person 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, 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 Losses (or actions in respect thereof), including any of the foregoing incurred in settlements of any litigation, 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, such directors, officers, persons, underwriters or control Persons for any legal or any other expenses reasonably incurred by 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 omission) is made in which case the parties shall first have met and conferred in good faith regarding 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 thereinsettlement). Notwithstanding the foregoing, the Each Holder's liability of each Holder under this subsection (bSection 7.7(b) shall be limited in an amount equal to not exceed the net proceeds received by such Holder for from the shares sold by such Holder, unless such liability arises out sale of or is based on willful conduct Registrable Securities held by such Holder included in such registration, qualification 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 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, each of its officers, shareholders and agents, each underwriter, if any, of the Company'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 officers and partners directors and each Person 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), 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, such directors, officers, persons, underwriters or control Persons persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information 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 proceeds received by such Holder for public offering price of the shares sold by such Holder, unless such liability arises out of or is based on willful conduct misconduct by such Holder 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 holderHolder.

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, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers, shareholders and agents, each underwriter, if any, of the Company's securities covered by such a registration statement, each Person person who controls control 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 officers and partners directors and each Person 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), 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, such directors, officers, persons, underwriters or control Persons persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information 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 amount of the proceeds received by such Holder for in the shares sold by such Holder, offering giving rise to the liability unless such liability arises out of or is based on willful conduct misconduct by such Holder or FounderHolder. Such This indemnity shall remain survive in full force and effect regardless of any investigation made by or on behalf of such Holder the Company or any such director, officer, shareholderdirector or partner thereof or any person controlling the Company, agent, partner, underwriter or controlling Person and shall survive the transfer of such the securities by such holderthe 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, each of its officers, shareholders and agents, each underwriter, if any, of the Company'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 officers and partners directors and each Person 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), 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, such directors, officers, persons, underwriters or control Persons persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information 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 proceeds received by such Holder for public offering price of the shares Registrable Securities sold by such Holder, unless such liability arises out of or is based on willful conduct misconduct by such Holder 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 holderHolder.

By Holders. Each In connection with any registration statement in which a Holder will, if of Registrable Securities held by is participating, each such Holder are included in the securities as agrees to which such registration, qualification or compliance is being effected, indemnify the Company, each of Company and its directors, officers, shareholders employees and agents, each underwriter, if any, of the Company's securities covered by such a registration statement, agents and each Person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act) the Company against any losses, 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, lossesdamages, damages liabilities and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlements of any litigation, expenses arising out of or based on upon (i) any untrue statement (or alleged untrue statement) statement of a material fact contained or incorporated by reference in any such the registration statement, prospectus, offering circular prospectus or other document, preliminary prospectus or any amendment thereof or supplement thereto 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, 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 extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was 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 proceeds received by such Holder for the shares sold by such Holder, unless such liability arises out of or is based on willful conduct by such Holder or Founder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder for use in connection with such registration statement, prospectus or preliminary prospectus or any such director, officer, shareholder, agent, partner, underwriter amendment thereof or controlling Person and shall survive the transfer of such securities supplement thereto (ii) any failure by such holderHolder to comply with the covenants and agreements contained in this Registration Rights Agreement respecting the sale of the Registrable Securities or (iii) the inaccuracy of any representation made by such Holder in this Registration Rights Agreement or in any representations relating to such ▇▇▇▇▇▇'s acquisition of the Shares made by such Holder in any of the other Related Agreements; provided that the obligation to indemnify will be several, not joint and several, among Holders of Registrable Securities and the liability hereunder of each such Holder of Registrable Securities will be in proportion to and limited to the gross amount received by such Holder from the sale of Registrable Securities pursuant to such registration statement.

By Holders. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which such registrationRegistration, qualification or compliance is being effectedeffected pursuant to this Agreement, indemnify the Company, each of its directors, directors and officers, shareholders and agents, each underwriter, if any, independent accountant of the Company's securities covered by such a registration statement, each Person who controls 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, shareholdersand constituent partners, agents and partners and each Person controlling such Holder within Controlling the meaning of Section 15 of the Securities Actother Holder, against all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlements of any litigation, Damages arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular 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 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 will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such those Holders, such directors, officers, personspartners, Persons, law and accounting firms, underwriters or control Control Persons for any legal or and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability 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 registration statementthat Registration Statement, prospectus, offering circular circular, or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such that Holder and stated to be specifically for use therein. Notwithstanding in connection with the foregoingoffering of securities of the Company, provided, however, that the indemnity contained in this Section 2.9 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability of each Holder under this subsection Section 2.9 shall not exceed the Holder’s proceeds (bless 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 limited several, and not joint and several, among the Holders whose Registrable Securities are included in an amount equal to the proceeds received by such Holder for the shares sold by such Holder, unless such liability arises out of or is based on willful conduct by such Holder 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 holderRegistration.

By Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration, qualification or compliance registration is being effected, indemnify and hold harmless the Company, each of its directors, directors and officers, shareholders and agents, each underwriter, if any, of the Company's securities covered by such a registration statement, each Person person who controls the Company or such and each underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers, directors, shareholders, agents directors and partners and each Person person controlling such Holder within the meaning of Section 15 of the Securities ActHolder, against all claims, losses, expenses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlements of any litigation, ) arising out of or based on (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular or other documentany amendment, supplement, or other document related thereto, or (ii) any omission (or alleged omission) 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, and such directors, officers, personspartners, persons or underwriters or control Persons for any reasonable legal or any other expenses reasonably incurred in connection with investigating investigating, defending or defending settling 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) statement or omission (or alleged omission) 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 the Holder and stated to be specifically for use therein. Notwithstanding the foregoing; provided, however, the liability of each Holder total amount for which any Holder, its officers, directors and partners, and any person controlling such Holder, shall be liable under this subsection (bSection 8(b) shall be limited not in an amount equal to any event exceed the net proceeds received by such Holder for from the shares sale of Registrable Securities sold by such Holder, unless Holder in such liability arises out of or is based on willful conduct by such Holder 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 holderregistration.

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, shareholders and agents, 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 officers and partners directors and each Person 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), 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, such directors, officers, persons, underwriters or control Persons persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information regarding 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 proceeds received by such Holder for public offering price of the shares sold by such Holder, unless such liability arises out of or is based on willful conduct misconduct by such Holder 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 holderHolder.

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 and hold harmless the Company, each of its directors, officers, shareholders and agents, each underwriter, other Affiliates (if any, ) of the Company's securities covered by such a registration statement, each Person person (if any) who controls the Company or such underwriter (within the meaning of Section 15 the Securities Act), any underwriter (ad defined in the Securities 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 any losses, claims, damages 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, and each the Exchange Act or other federal or state law, insofar as such Holderlosses, 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 or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlements of any litigation, 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 statementViolation, 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, 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 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 any 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 A Holder’s obligation to indemnify hereunder is subject to and conditioned upon (a) receiving prompt written notice in reasonable detail from the foregoingindemnified party of the nature of and the facts surrounding such claim, the liability of each Holder under this subsection accompanied by all documents related thereto; (b) shall be limited in an amount equal such indemnified party’s full cooperation with the prosecution, defense, and settlement of any such claim; and (c) the Holder having the right to prosecute, defend, and settle any such claim with counsel of its own choosing. Subject to the following sentence, the Holder will reimburse such indemnified party for the costs of any settlement of any claim, provided, however, that the indemnity 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 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 received of all such Registrable Securities offered and sold by such Holder for the shares sold by pursuant to such Holder, unless such liability arises out of or is based on willful conduct by such Holder 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 holderRegistration Statement.