Common use of By Parent Clause in Contracts

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of directors and officers and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In connection with any registration statement filed by Parent pursuant to Section 4.1 or Section 4.2, to the event of a registration fullest extent permitted by law, Parent will and hereby agrees to indemnify and hold harmless (i) each Investor and seller of any Registrable Securities under the Securities Act pursuant to this Agreementcovered by such registration statement, Parent will indemnify and hold harmless (ii) each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf who participates as an underwriter in the offering or sale of such holder of Registrable Securities and securities, (iii) each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act U.S. Exchange Act) such Investor or seller or any such underwriter, and the Exchange Act and its (iv) their respective shareholders, members, directors, officers, managers, membersemployees, partners, stockholdersagents and Affiliates (each, Affiliates or any other Person acting on behalf of such holder of Registrable Securities (collectively, the a “Selling Holder Indemnified PersonsParent Indemnitee”), in each case against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint actions or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsproceedings, whether commenced or threatened, in respect thereof) , whether or not such indemnified party is a party thereto), joint or several, and expenses, including the reasonable fees, disbursements and other charges of legal counsel and reasonable costs of investigation, in each case to which such Parent Indemnitee may become subject under the U.S. Securities Act or otherwise (collectively, a “Loss” or “Losses”), to the extent such Losses arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreementunder which such securities were Registered or otherwise offered or sold under the U.S. Securities Act or otherwise, any preliminary prospectus, final prospectus contained thereinor summary prospectus related thereto, or any amendment or supplement thereofthereto, or arise out of or are based upon the any document incorporated by reference therein (collectively, “Offering Documents”), (B) any omission or alleged omission to state therein in such Offering Documents a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under in which they were made) made not misleading, or (C) any violation by Parent of any federal or state law, rule or regulation applicable to Parent and relating to action required of or inaction by Parent in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsregistration; provided, however, that that, Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such Offering Documents in reliance upon and in conformity with information furnished by such Selling Holder Indemnified Person to Parent in writing specifically by or on behalf of such Parent Indemnitee stating that it is for use therein; and provided, further, that Parent will not be liable to any Person who participates as an underwriter in the Shelf Registration Statement offering or sale of shares of Registrable Securities, or who controls (within the meaning of the U.S. Exchange Act) such other registration underwriter, in any such case to the extent that any such Loss arises out of such Person’s failure to send or give a copy of the final prospectus (including any documents incorporated by reference therein), as the same may be then supplemented or amended, to the Person asserting an untrue statement or any prospectus (including, alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if applicable, any preliminary such statement or free writing omission was corrected in such final prospectus) contained therein or any amendment or supplement thereof. Such The foregoing indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, Parent Indemnitee and shall will survive the transfer of such securities by such Selling HolderParent Indemnitee.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of directors and officers and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of directors and officers and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by applicable law, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of directors and officers and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, Parent will indemnify and hold harmless each Selling Holder thereunderthe Recipient, its Affiliates that own Registrable any underwriter (as defined in the Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities Act) for the Recipient and each Personperson, if any, who controls such Selling Holder underwriter within the meaning of the Securities Act and or the Securities Exchange Act and its directorsof 1934, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities as amended (collectively, the “Selling Holder Indemnified PersonsExchange Act”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, ) to which such Selling Holder or controlling Person they may become subject under the Securities Act, the Exchange Act or otherwiseother federal or state law, insofar as such Losses losses, claims, damages, or liabilities (or Proceedings, whether commenced or threatened, actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) Any untrue statement or alleged untrue statement of any a material fact contained in the Shelf such Registration Statement Statement, including any preliminary prospectus or final prospectus contained therein or any other registration statement contemplated by this Agreement, any prospectus contained therein, amendments or any amendment or supplement thereof, or arise out of or are based upon the supplements thereto; (ii) The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; or (in the case of a prospectus, in light iii) Any violation or alleged violation by Parent of the circumstances Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under which they were made) not misleadingthe Securities Act, the Exchange Act or any federal or state securities law in connection with the registration statement in respect of any registration of Parent’s securities, and offering covered by such Registration Statement. Parent will reimburse each such Selling Holder Indemnified Person of the Recipient, underwriter or controlling person for any legal or other expenses reasonably incurred by them them, as incurred, in connection with investigating or defending any such Loss loss, claim, damage, liability or Proceedingsaction; provided, however, that Parent the indemnity obligations contained in this Subsection 1.6(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Parent (which consent will not be unreasonably withheld), nor will Parent be liable in any such case if and for any such loss, claim, damage, liability or action to the extent that any such Loss it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically expressly for use in the Shelf Registration Statement connection with such registration by Recipient, underwriter or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf controlling person of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holderunderwriter.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of directors and officers and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by applicable law, Parent will indemnify and hold harmless each Selling Holder, the officers and directors and agents of a Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities underwriter (as defined in the 0000 Xxx) and each Personperson, if any, who controls such Selling a Holder within the meaning of the 1933 Act or the Securities Act and the Exchange Act and its directorsof 1934, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities as amended (collectively, the “Selling Holder Indemnified Persons1934 Act”), against any losses, claims, damages, expenses or liabilities liabilities, costs (including including, without limitation, reasonable costs of preparation and reasonable attorneys’, accountants’ and experts’ ' fees and expenses) and expenses (joint or several) (collectively, “Losses”), joint or several, ) to which such Selling Holder they or controlling Person any of them may become subject under the Securities 1933 Act, the Exchange 1934 Act or otherwiseother federal or state law, insofar as such Losses (or Proceedingsclaims, whether commenced or threatenedactions, investigations and proceedings in respect thereofthereof (collectively, “Claims”)) arise out of or are based upon any of the following statements, omissions or violations (each, a “Violation”): (i) any untrue statement or alleged untrue statement of any a material fact contained in the Shelf any Registration Statement Statement, including any preliminary Prospectus or final Prospectus contained therein or in any other registration statement contemplated by this Agreement, any prospectus contained therein, amendments or any amendment or supplement thereof, or arise out of or are based upon supplements thereto; or (ii) the omission or alleged omission to state in any Registration Statement, including any preliminary Prospectus or final Prospectus contained therein or in any amendments or supplements thereto, a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, in connection with the registration statement in respect of any registration of Parent’s securities, and . Parent will reimburse each Holder, such Selling Holder Indemnified Person officer, director or agent, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or ProceedingsClaim; provided, provided however, that the indemnity agreement contained in this Section 1.5(a) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the prior written consent of Parent will (which consent shall not be unreasonably withheld, delayed or conditioned), nor shall Parent be liable in any such case if and for any such Claim to the extent extent, and only to the extent, that any such Loss it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs solely in reliance upon and in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement connection with such registration by any Holder, or such other registration statement by an officer, director, employee, agent, underwriter or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless controlling person of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In (a) Subject to the event of a registration of any Registrable Securities under limitations in this Section 15, from and after the Securities Act pursuant to this AgreementClosing Date, Parent will shall indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf the stockholders of such holder of Registrable Securities and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities Target (collectively, the “Selling Holder Target Indemnified PersonsStockholders”) harmless from and with respect to any and all Damages related to or arising out of (i) any material failure or breach of any representation or warranty of Parent or Sub, or (ii) any material failure to perform any covenant, obligation, undertaking or agreement of Parent or Sub contained in this Agreement (including any Schedules hereto) or in the agreements constituting exhibits hereto. (b) Parent shall have no liability for indemnification hereunder unless and until the aggregate Damages of the Target Indemnified Parties exceed the Threshold Amount, in which event Parent shall indemnify the Target Indemnified Stockholders for the full amount of Damages exceeding the Threshold Amount, but not for any Damages up to the Threshold Amount. The maximum amount of Damages payable by Parent to the Target Indemnified Parties, other than in the event of fraud, shall equal the aggregate value of the Escrow Shares then held in escrow when the claim is asserted (assuming, for this purpose only, that no claim for Damages had been asserted by the Parent Indemnified Parties that would have resulted in certain of the Escrow Shares not having been released to the Indemnifying Stockholders), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission Average Trading Price of Parent Stock for the fifteen consecutive trading days ending one business day prior to the Effective Date. The parties hereto agree and acknowledge that the foregoing payment of Damages by Parent shall be the sole and exclusive source of recovery by the Target Indemnified Parties and shall limit any other remedies available to the Target Indemnified Parties hereunder or alleged omission to state therein a material fact required to be stated therein under any applicable law for the payment of or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, in connection with the registration statement in respect of any registration of Parent’s securitiesclaims arising hereunder, and will reimburse each except that no such Selling Holder Indemnified Person for limitation with respect to any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use shall apply in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless event of any investigation made fraud by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling HolderParent.

By Parent. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by applicable Law, Parent will indemnify and hold harmless each Selling Holder thereunderHolder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf each of such holder of Registrable Securities and Holder’s Affiliates (including, without limitation, each Person, if any, who controls such Selling a Holder within the meaning of the Securities Act and or the Exchange Act Act), and its each of such Holders’ and such Affiliates’ respective officers, directors, officers, managers, membersemployees, partners, stockholdersagents and members, Affiliates or any other Person acting on behalf of such holder of Registrable Securities (collectively, the “Selling Holder Indemnified Persons”), from and against any and all losses, claims, damages, expenses or liabilities expenses, costs (including including, without limitation, reasonable costs of preparation and reasonable attorneys’, accountants’ and experts’ fees and expenses) or liabilities, joint or several, (collectively, “Losses”), joint or several, ) to which such Selling Holder they or controlling Person any of them may become subject under the Securities Act, the Exchange Act or otherwiseother federal or state Law, insofar as to the extent such Losses (or Proceedingsclaims, whether commenced or threatenedactions, investigations and proceedings in respect thereof) thereof (collectively, “Claims”)), arise out of or are based upon any of the following statements, omissions or violations (each, a “Violation”): (i) any untrue statement or alleged untrue statement of any a material fact contained in the Shelf Registration Statement Statement, including any preliminary Prospectus or final Prospectus contained therein or in any other registration statement contemplated by this Agreement, any prospectus contained therein, amendments or any amendment or supplement thereof, or arise out of or are based upon supplements thereto; (ii) the omission or alleged omission to state in the Registration Statement, including any preliminary Prospectus or final Prospectus contained therein or in any amendments or supplements thereto, a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; or (in the case of a prospectus, in light iii) any violation by Parent of the circumstances Securities Act, the Exchange Act, a state securities law or any rule or regulation under which they were made) not misleadingthe Securities Act, the Exchange Act or any state securities law in connection with the registration statement in respect of any registration of Parent’s securities, and hereunder. Parent will reimburse each such Selling Holder Indemnified Person of the foregoing indemnified Persons for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or ProceedingsClaim; provided, provided however, that the indemnity agreement contained in this Section 2.3(a) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the prior written consent of Parent will (which consent shall not be unreasonably withheld, delayed or conditioned), nor shall Parent be liable in any such case if and for any such Claim to the extent extent, and only to the extent, that any such Loss it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs solely in reliance upon and in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement connection with such registration by or on behalf of any Holder or other such other registration statement or indemnified Person. This indemnity shall be in addition to any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereofliability Parent may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, indemnified party and shall survive the transfer of such securities by such Selling Holder.

By Parent. In From and after the event of a registration of any Registrable Securities under the Securities Act pursuant to this AgreementClosing Date, Parent will and its Subsidiaries, including the Surviving Corporation, shall jointly and severally indemnify and hold harmless the Company Stockholders and (without duplication) each Selling Holder thereunder, its Affiliates that own Registrable Securities and of their respective Subsidiaries, Affiliates officers, directors, officersshareholders, managersowners and employees, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities and each such Person, if any, who controls such Selling Holder within the meaning of the Securities Act ’s successors and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities assigns (collectively, the “Selling Holder HOB Indemnified PersonsParties”), from and against all Damages imposed upon or incurred by any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar HOB Indemnified Parties as such Losses (or Proceedings, whether commenced or threateneda result of, in respect thereof) arise connection with, or arising out of or are based upon (i) any untrue statement or alleged untrue statement breach of any material fact representation or warranty of Parent contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, (ii) any prospectus breach or violation of any covenant, agreement or other obligation of Parent or Merger Sub contained thereinin this Agreement and (iii) the ownership, operation or management of the Surviving Corporation, its Subsidiaries or any amendment of its or supplement thereoftheir respective assets, properties or arise out of or are based upon businesses following the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or ProceedingsClosing Date; provided, however, provided that Parent will shall not be liable have any obligation hereunder with respect to any breach described in any Section 10.2(b)(i) unless the Company Stockholder Representative has made a claim for indemnification pursuant to Section 10.3 with respect to such case if and breach on or prior to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (includingEscrow Release Date. EXCEPT WITH RESPECT TO BREACHES OF SECTION 8.6, if applicablePARENT AND ITS SUBSIDIARIES SHALL NOT BE REQUIRED TO INDEMNIFY OR HOLD HARMLESS ANY HOB INDEMNIFIED PARTY OR OTHERWISE COMPENSATE ANY HOB INDEMNIFIED PARTY FOR DAMAGES WITH RESPECT TO LOST PROFITS, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such directorRESTITUTION, officer or controlling PersonDAMAGE TO REPUTATION, and shall survive the transfer of such securities by such Selling HolderDIMINUTIONS IN VALUE, MENTAL OR EMOTIONAL DISTRESS, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES; IT BEING UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT ALL SUCH DAMAGES ARE FORESEEABLE, LIKELY AND PROBABLE WITH RESPECT TO ANY BREACHES OF SECTION 8.6 HEREOF BY PARENT AND ITS AFFILIATES.

By Parent. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, Parent will indemnify indemnify, defend and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwiseother U.S. federal or state law, insofar as such Losses losses, claims, damages or liabilities (or Proceedings, whether commenced or threatened, actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of any a material fact contained in the Shelf Registration Statement in, or incorporated by reference in, a registration statement filed by Parent pursuant to this Agreement pursuant to which Registrable Securities are sold, including any preliminary prospectus or final prospectus contained therein or any other registration statement contemplated by this Agreement, any prospectus contained therein, amendments or any amendment or supplement thereof, or arise out of or are based upon supplements thereto; (ii) the omission or alleged omission to state therein in such registration statement, preliminary prospectus or final prospectus, or any amendments or supplements thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading; or (in the case of a prospectus, in light iii) any violation or alleged violation by Parent of the circumstances Securities Act, the Exchange Act, any U.S. federal or state securities law or any rule or regulation promulgated under which they were made) not misleadingthe Securities Act, the Exchange Act or any U.S. federal or state securities law in connection with the offering of Registrable Securities covered by such registration statement in respect of any registration of Parent’s securities, statement; and Parent will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them such Holder in connection with investigating or defending any such Loss loss, claim, damage, liability or Proceedingsaction, as incurred; provided, however, that the indemnity agreement contained in this Section 10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without Parent’s written consent (which consent shall not be unreasonably withheld), nor shall Parent will not be liable in any such case if and for any such loss, claim, damage, liability or action to the extent that any such Loss it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or connection with such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In Subject to the event of a registration of any Registrable Securities under limitations set forth in this Article 6, after the Securities Act pursuant to this AgreementEffective Time, Parent will shall indemnify and hold harmless each Selling Holder thereunder, Acquiror and its Affiliates that own Registrable Securities officers and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and each Personperson, if any, who directly (but not through any intermediary) controls such Selling Holder or may directly control (but not through any intermediary) Acquiror within the meaning of the Securities Act (each of the foregoing being referred to individually as an “Acquiror Indemnified Person” and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities (collectively, the collectively as “Selling Holder Acquiror Indemnified Persons”), ) from and against any and all losses, claimsLiabilities, damages, fees, costs and expenses or liabilities (including costs of investigation and defense and reasonable attorneys’fees and expenses of lawyers, accountants’ experts and experts’ other professionals, except to the extent that the corresponding Indemnifying Party has assumed the defense of such matter, and the Indemnifying Party is not otherwise obligated to indemnify for such fees and expenses) , in each case in accordance with Section 6.7), whether or not due to a Third Party Claim (collectively, “LossesIndemnifiable Damages”), joint or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon resulting from (i) any untrue statement or alleged untrue statement breach of any material fact contained representation or warranty made by Parent or the Company in Article 2 of this Agreement or by the Existing India Subsidiary (and, if applicable, any other subsidiary of the Existing India Subsidiary that may be included in the Shelf Registration Statement or any other registration statement contemplated by this India Sub Assets) in the India Transfer Agreement, (ii) any prospectus contained thereinbreach of any certification, representation or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (warranty made by Parent in the case Parent Secretary Certificate, (iii) any breach of a prospectus, in light any of the circumstances under which they were madecovenants or agreements made by Parent in this Agreement or by the Existing India Subsidiary in the India Services Agreement, (iv) the Excluded Liabilities, and (v) the foreclosure by Silicon Valley Bank of its lien pursuant to the SVB Loan Agreement on the assets of the Company before such lien is terminated in accordance with Section 4.9. Materiality standards or qualifications, and qualifications by reference to the defined term “Material Adverse Effect” in any representation, warranty or covenant shall only be taken into account in determining whether a breach of such representation, warranty or covenant exists, and shall not misleading, be taken into account in connection with determining the registration statement in respect amount of any registration Indemnifiable Damages with respect to such breach. Parent shall not have any right of Parent’s securitiescontribution, and will reimburse each such Selling Holder indemnification or right of advancement from the Surviving Corporation with respect to any Indemnifiable Damages claimed by an Acquiror Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or ProceedingsPerson; provided, however, that Parent will not be liable nothing in any such case if and to the extent that any such Loss arises out of this sentence shall limit Parent’s rights or is based upon an untrue statement Acquiror’s obligations set forth in this Article 6 (including Section 6.2(b)) or alleged untrue statement or omission or alleged omission so made elsewhere in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holderthis Agreement.

By Parent. In (i) if, at any time prior to the event Effective Time, (A) (x) any of a registration the representations or warranties of the Company herein shall be untrue or inaccurate on the date of this Agreement or shall become untrue or inaccurate, in each case, such that the condition set forth in Section 7.2(a) would not be satisfied, or (y) the Company shall have breached or failed to perform any Registrable Securities under of its covenants or agreements set forth in this Agreement, in each case, such that the Securities Act condition set forth in Section 7.2(b) would not be satisfied and (B) if curable, such untruth, inaccuracy or breach is not cured within thirty (30) calendar days after written notice to the Company (or, if less, the number of calendar days remaining until the Expiration Date) describing such breach in reasonable detail; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(i) if Parent or Sub is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement; (ii) if the Company or any Company Subsidiary shall materially breach Section 6.4; or (iii) at any time prior to the receipt of the Stockholder Approval, if the Company Board or any committee thereof shall have (1) effected an Adverse Recommendation Change (whether or not permitted to do so under the terms of this Agreement), (2) adopted or approved or submitted for the consideration of any stockholders of the Company or publicly endorsed, publicly declared advisable or publicly recommended to the Company Stockholders, an Acquisition Proposal other than the Merger or caused the Company or any of the Company Subsidiaries to enter into any Alternative Acquisition Agreement, (3) failed to publicly reaffirm its recommendation of this Agreement within ten (10) Business Days following receipt of a written request by Parent will indemnify and hold harmless each Selling Holder thereunderto provide such reaffirmation following the public announcement of an Acquisition Proposal, its Affiliates that own Registrable Securities and their respective directors(4) failed to include in the Proxy Statement the Company Determination or Company Recommendation or included in the Proxy Statement any proposal to vote upon or consider any Acquisition Proposal other than the Merger, officers, managers, members, partners, stockholders, Affiliates or (5) if the Company Board or any other Person acting on behalf committee thereof shall have failed to recommend against a competing tender offer or exchange offer for ten percent (10%) or more of any class of the outstanding capital stock of the Company within five (5) Business Days after commencement of such holder of Registrable Securities and each Person, if any, who controls such Selling Holder within offer (including by taking no position with respect to the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf acceptance of such holder of Registrable Securities (collectively, the “Selling Holder Indemnified Persons”tender offer or exchange offer by Company Stockholders), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.or

By Parent. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, Parent will indemnify indemnify, defend and hold harmless each Selling Holder thereunderHolder, its Affiliates that own Registrable Securities and their respective the officers, directors, officersagents and employees of each of them, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities and each Person, if any, person who controls such Selling any Holder within the meaning of Section 15 of the Securities Act or Section 12 of the Exchange Act, and the Exchange Act and its officers, directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf agents and employees of each such holder of Registrable Securities (collectively, the “Selling Holder Indemnified Persons”)controlling person, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, ) to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act Act, other U.S. federal or state law or otherwise, insofar as such Losses losses, claims, damages, or liabilities (or Proceedings, whether commenced or threatened, actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (a) any untrue statement or alleged untrue statement of any a material fact contained in the Shelf Registration Statement a registration statement filed by Parent pursuant to this Article 12 pursuant to which Registrable Securities are sold, including any preliminary prospectus or final prospectus contained therein or any other registration statement contemplated by this Agreement, any prospectus contained therein, amendments or any amendment or supplement thereof, or arise out of or are based upon supplements thereto; (b) the omission or alleged omission to state therein in such registration statement, preliminary prospectus or final prospectus or any amendments or supplements thereto, a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; or (in the case of a prospectus, in light c) any violation or alleged violation by Parent of the circumstances Securities Act, the Exchange Act, any U.S. federal or state securities law or any rule or regulation promulgated under which they were made) not misleadingthe Securities Act, the Exchange Act or any U.S. federal or state securities law in connection with the offering of Registrable Securities covered by such registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsstatement; provided, however, that the indemnity agreement contained in this Section 12.9.1 shall 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 Parent will (which consent shall not be unreasonably withheld), nor shall Parent be liable in any such case if and for any such loss, claim, damage, liability or action to the extent that any such Loss it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically expressly for use in the Shelf Registration Statement or connection with such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by applicable law, Parent will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of employees and agents and each underwriter pursuant to the applicable underwriting agreement with such holder of Registrable Securities underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf of such holder of Registrable Securities directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or controlling Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsactions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsactions or proceedings; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus (including, if applicable, any preliminary or free writing prospectus) contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By Parent. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by Law, Parent will indemnify indemnify, defend and hold harmless each Selling Holder thereunderHolder, its Affiliates that own Registrable Securities and their respective the officers, directors, officersagents and employees of each of them, managers, members, partners, stockholders, Affiliates or any other each Person acting on behalf of such holder of Registrable Securities and each Person, if any, who controls such Selling any Holder within the meaning of Section 15 of the Securities Act or Section 12 of the Exchange Act, and the Exchange Act and its officers, directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf agents and employees of each such holder of Registrable Securities (collectively, the “Selling Holder Indemnified Persons”)controlling Person, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, ) to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act Act, other U.S. federal or state Law or otherwise, insofar as such Losses losses, claims, damages, or liabilities (or Proceedings, whether commenced or threatened, actions in respect thereof) arise out of or are based upon any untrue statement of the following statements, omissions or alleged violations (collectively, a “Violation”): (A) any untrue statement of any a material fact contained in the Shelf a Registration Statement filed by Parent pursuant to which Relevant Shares are sold, including any preliminary prospectus or final prospectus contained therein or any other registration statement contemplated by this Agreement, any prospectus contained therein, amendments or any amendment or supplement thereof, or arise out of or are based upon supplements thereto; (B) the omission or alleged omission to state therein in such registration statement, preliminary prospectus or final prospectus or any amendments or supplements thereto, a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; or (in the case of a prospectus, in light C) any violation by Parent of the circumstances Securities Act, the Exchange Act, any U.S. federal or state securities Law or any rule or regulation promulgated under which they were made) not misleadingthe Securities Act, the Exchange Act or any U.S. federal or state securities Law in connection with the registration statement in respect offering of any registration of Parent’s securities, and will reimburse each Relevant Shares covered by such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or ProceedingsRegistration Statement; provided, however, that the indemnity agreement contained in this Section 7.17(e)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of Parent, nor shall Parent will not be liable in any such case if and for any such loss, claim, damage, liability or action to the extent that any such Loss it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically expressly for use in connection with such registration by such Holder or as result of any violation by a Holder of the Shelf Registration Statement Securities Act, the Exchange Act, any U.S. federal or such other registration statement state securities Law or any prospectus (includingrule or regulation promulgated under the Securities Act, if applicable, any preliminary or free writing prospectus) contained therein the Exchange Act or any amendment U.S. federal or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such state securities by such Selling HolderLaw.

By Parent. In connection with any registration statement filed by Parent pursuant to Section 1.1 or Section 1.2, to the event of a registration fullest extent permitted by law, Parent will and hereby agrees to indemnify and hold harmless (i) each Investor and seller of any Registrable Securities under the Securities Act pursuant to this Agreementcovered by such registration statement, Parent will indemnify and hold harmless (ii) each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, members, partners, stockholders, Affiliates or any other Person acting on behalf who participates as an underwriter in the offering or sale of such holder of Registrable Securities and securities, (iii) each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act U.S. Exchange Act) such Investor or seller or any such underwriter, and the Exchange Act and its (iv) their respective shareholders, members, directors, officers, managers, membersemployees, partners, stockholdersagents and Affiliates (each, Affiliates or any other Person acting on behalf of such holder of Registrable Securities (collectively, the a “Selling Holder Indemnified PersonsParent Indemnitee”), in each case against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint actions or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or Proceedingsproceedings, whether commenced or threatened, in respect thereof) , whether or not such indemnified party is a party thereto), joint or several, and expenses, including the reasonable fees, disbursements and other charges of legal counsel and reasonable costs of investigation, in each case to which such Parent Indemnitee may become subject under the U.S. Securities Act or otherwise (collectively, a “Loss” or “Losses”), to the extent such Losses arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreementunder which such securities were Registered or otherwise offered or sold under the U.S. Securities Act or otherwise, any preliminary prospectus, final prospectus contained thereinor summary prospectus related thereto, or any amendment or supplement thereofthereto, or arise out of or are based upon the any document incorporated by reference therein (collectively, “Offering Documents”), (B) any omission or alleged omission to state therein in such Offering Documents a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under in which they were made) made not misleading, or (C) any violation by Parent of any federal or state law, rule or regulation applicable to Parent and relating to action required of or inaction by Parent in connection with the registration statement in respect of any registration of Parent’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or Proceedingsregistration; provided, however, that that, Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such Offering Documents in reliance upon and in conformity with information furnished by such Selling Holder Indemnified Person to Parent in writing specifically by or on behalf of such Parent Indemnitee stating that it is for use therein; and provided, further, that Parent will not be liable to any Person who participates as an underwriter in the Shelf Registration Statement offering or sale of shares of Registrable Securities, or who controls (within the meaning of the U.S. Exchange Act) such other registration underwriter, in any such case to the extent that any such Loss arises out of such Person’s failure to send or give a copy of the final prospectus (including any documents incorporated by reference therein), as the same may be then supplemented or amended, to the Person asserting an untrue statement or any prospectus (including, alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if applicable, any preliminary such statement or free writing omission was corrected in such final prospectus) contained therein or any amendment or supplement thereof. Such The foregoing indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, Parent Indemnitee and shall will survive the transfer of such securities by such Selling HolderParent Indemnitee.