Common use of By the Corporation Clause in Contracts

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The Corporation shall agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder, such Holder’s Selling Stockholder and each of their respective Affiliates and their respective officers, directors, employees, managers, employees, partners, stockholders, members, trustees, Affiliates, partners and agents and representatives, and each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (the “Holder Indemnified Parties”such Selling Stockholder or such other Person indemnified under this Section 5.8(a) from and against all losses, claims, actions, damages, liabilities and expenses expenses, whether joint or several (including with respect to actions or proceedings, whether commenced or threatened, reasonable expenses of investigation and including reasonable attorney attorneys’ fees and expenses) caused by(collectively, resulting fromthe “Losses”), arising to which they are or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation, at common law or otherwise, insofar as such Losses arise out of, are based upon upon, are caused by or related relate to any of the following statements, omissions or violations untrue statement (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement statement) of a material fact contained in (A) any registration statement, prospectus or preliminary prospectus, preliminary prospectus offering circular, offering memorandum or Free-Disclosure Package (including the Free Writing Prospectus, ) or any amendment thereof or supplement thereto or (B) any application filing or other document incidental to such registration or communication (in this Section 7, collectively called an “application”) executed by or on behalf qualification of the Corporation securities as required by this Agreement, or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission (or alleged omission omission) of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by misleading, except that no Person indemnified shall be indemnified hereunder insofar as the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, same are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, conformity with and in reliance upon, and in conformity with, written on information prepared and furnished in writing to the Corporation by such Holder Indemnified Party Person concerning such Person expressly for use therein or by such Holder Indemnified Party’s failure therein. Such indemnification obligation shall be in addition to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after liability that the Corporation has furnished may otherwise have to any such Holder Indemnified Party with a sufficient number of copies of the sameindemnified person. In connection with an underwritten offeringUnderwritten Offering and without limiting any of the Corporation’s other obligations under this Agreement, the Corporation shall also indemnify such underwriters, their officers and officers, directors, employees and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other Person indemnified under this Section 5.8(a) to the same extent as provided above with respect to the indemnification (and exceptions thereto) of Selling Stockholders. Reimbursements payable pursuant to the Holder Indemnified Partiesindemnification contemplated by this Section 5.8(a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred.

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the sametherein. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation shall indemnify and hold harmlessharmless each Selling Holder thereunder, to the extent permitted by lawits directors, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, Affiliates and each Person Person, if any, who controls such Selling Holder (or its Affiliates within the meaning of the Securities Act and the Exchange Act) , and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified PartiesPersons”) ), against all any losses, claims, actions, damages, expenses or liabilities and expenses (including with respect reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expensesin respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (Awhich, for the avoidance of doubt, includes documents incorporated by reference in) such registration statement or any other registration statementstatement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement or Free-Writing Prospectusfinal prospectus contained therein, or any amendment thereof or supplement thereof, or any free writing prospectus relating thereto or (B) any application arise out of or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or are based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by in the Corporation case of a prospectus, in light of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation circumstances under which they were made) not misleading, and relating to action or inaction required of the Corporation in connection with any shall reimburse each such registration, qualification or compliance. In addition, the Corporation will reimburse such Selling Holder Indemnified Party Person for any legal or any other expenses reasonably incurred by them in connection with investigating investigating, defending or defending resolving any such losses. Notwithstanding the foregoingLoss or actions or proceedings; provided, however, that the Corporation shall not be liable in any such case if and to the extent that any such losses result from, arise Loss arises out of, are of or is based upon, or relate to upon an untrue statement or alleged untrue statement, statement or omission or alleged omission, omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in such registration statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance uponSelling Holder Indemnified Person, and in conformity with, written information prepared and furnished in writing to shall survive the Corporation transfer of such securities by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified PartiesSelling Holder.

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 76, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The Corporation shall indemnify and hold harmless, to To the extent permitted by law, the Corporation will indemnify and hold harmless each Holder, such Holder’s officers, directors, managers, employees, the partners, stockholders, members, trustees, Affiliates, agents officers and representativesdirectors of each Holder, and each Person person, if any, who controls such Holder (within the meaning of the U.S. Securities Act or U.S. Exchange Act) (the “Holder Indemnified Parties”) , against all any losses, claims, actionsdamages, or liabilities (joint or several) to which they may become subject under the U.S. Securities Act, the U.S. Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities and expenses (including with or actions in respect to actions thereof) arise out of or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, are based upon or related to any of the following statements, omissions or violations (each collectively, a “Violation”) by the Corporation: ): (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement, including any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, final prospectus contained therein or any amendment thereof amendments or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, supplements thereto; (ii) any the omission or alleged omission of to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading or misleading; or (iii) any violation or alleged violation by the Corporation of the U.S. Securities Act or Act, the U.S. Exchange Act, any other similar federal or state securities laws law or any rule or regulation promulgated thereunder applicable to under the Corporation and relating to action U.S. Securities Act, the U.S. Exchange Act or inaction required of the Corporation any federal or state securities law in connection with any such registration, qualification or compliancethe offering covered by the Registration Statement. In addition, the The Corporation will reimburse each such Holder Indemnified Party Holder, partner, officer or director, or controlling person for any legal or any other expenses reasonably incurred by them them, as incurred, in connection with investigating or defending any such losses. Notwithstanding loss, claim, damage, liability or action; provided, however, that the foregoingindemnity agreement contained in this subsection 2.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld), nor shall the Corporation be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such losses result from, arise it arises out of, are of or is based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, upon a Violation which occurs in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or in connection with such registration by such Holder Indemnified Party’s failure to deliver a copy Holder, partner, officer, director or controlling person of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified PartiesHolder.

By the Corporation. The Corporation shall agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder, such Holder’s Selling Stockholder and each of their respective Affiliates and their respective officers, directors, employees, managers, employees, partners, stockholders, members, trustees, Affiliates, partners and agents and representatives, and each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (the “Holder Indemnified Parties”such Selling Stockholder or such other Person indemnified under this Section 3.8(a) from and against all losses, claims, actions, damages, liabilities and expenses expenses, whether joint or several (including with respect to actions or proceedings, whether commenced or threatened, reasonable expenses of investigation and including reasonable attorney attorneys’ fees and expenses) caused by(collectively, resulting fromthe “Losses”), arising to which they are or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation, at common law or otherwise, insofar as such Losses arise out of, are based upon upon, are caused by or related relate to any of the following statements, omissions or violations untrue statement (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement statement) of a material fact contained in (A) any registration statement, prospectus or preliminary prospectus, preliminary prospectus offering circular, offering memorandum or Free-Disclosure Package (including the Free Writing Prospectus, ) or any amendment thereof or supplement thereto or (B) any application filing or other document incidental to such registration or communication (in this Section 7, collectively called an “application”) executed by or on behalf qualification of the Corporation securities as required by this Agreement, or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission (or alleged omission omission) of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by misleading, except that no Person indemnified shall be indemnified hereunder insofar as the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, same are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, conformity with and in reliance upon, and in conformity with, written on information prepared and furnished in writing to the Corporation by such Holder Indemnified Party Person concerning such Person expressly for use therein or by such Holder Indemnified Party’s failure therein. Such indemnification obligation shall be in addition to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after liability that the Corporation has furnished may otherwise have to any such Holder Indemnified Party with a sufficient number of copies of the sameindemnified person. In connection with an underwritten offeringUnderwritten Offering and without limiting any of the Corporation’s other obligations under this Agreement, the Corporation shall also indemnify such underwriters, their officers and officers, directors, employees and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other Person indemnified under this Section 3.8(a) to the same extent as provided above with respect to the indemnification (and exceptions thereto) of Selling Stockholders. Reimbursements payable pursuant to the Holder Indemnified Partiesindemnification contemplated by this Section 3.8(a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred.

By the Corporation. The Corporation shall indemnify and hold harmless, to To the extent permitted by law, the Corporation will indemnify and hold harmless each Holder, such Holder’s officers, directors, managers, employees, the partners, stockholdersofficers and directors of each Holder, members, trustees, Affiliates, agents and representatives, any underwriter (as defined in the Securities Act) for such Holder and each Person person, if any, who controls such Holder (or underwriter within the meaning of the Securities Act) Act or the Securities Exchange Act of 1934, as amended, (the “Holder Indemnified PartiesExchange Act”) ), against all any losses, claims, actionsdamages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities and expenses (including with or actions in respect to actions thereof) arise out of or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, are based upon or related to any of the following statements, omissions or violations (each collectively, the “Violations” and, individually, a “Violation”) by the Corporation: ): (i1) any untrue statement or alleged untrue statement of a material fact contained in (A) any such registration statement, prospectus, including any preliminary prospectus or Free-Writing Prospectus, final prospectus contained therein or any amendment thereof amendments or supplement thereto or supplements thereto; or (B2) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading or misleading; or (iii3) any violation or alleged violation by the Corporation of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws law or any rule or regulation promulgated thereunder applicable to under the Corporation and relating to action Securities Act, the Exchange Act or inaction required of the Corporation any federal or state securities law in connection with any the offering covered by such registration, qualification or complianceregistration statement. In addition, the The Corporation will reimburse advance to each such Holder Indemnified Party Holder, partner, officer or director, underwriter or controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding loss, claim, damage, liability or action; provided however, that the foregoingindemnity agreement contained in this subsection 1.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld or delayed), nor shall the Corporation be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such losses result from, arise it arises out of, are of or is based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, upon a Violation which occurs in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or in connection with such registration by such Holder Indemnified Party’s failure to deliver a copy Holder, partner, officer, director, underwriter or controlling person of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified PartiesHolder.

By the Corporation. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and any successors and assigns thereof, each Person who controls such Holder (within the meaning of the Securities Act) and each Management Holder (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue statement or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The Corporation shall indemnify and hold harmless, to To the extent permitted by law, the Corporation will indemnify and hold harmless each Holder, such Holder’s officers, directors, managers, employees, the partners, stockholders, members, trustees, Affiliates, agents officers and representativesdirectors of each Holder, and each Person person, if any, who controls such Holder (within the meaning of the U.S. Securities Act or U.S. Exchange Act) (the “Holder Indemnified Parties”) , against all any losses, claims, actionsdamages, or liabilities (joint or several) to which they may become subject under the U.S. Securities Act, the U.S. Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities and expenses (including with or actions in respect to actions thereof) arise out of or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, are based upon or related to any of the following statements, omissions or violations (each collectively, a “Violation”) by the Corporation: ): (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement, including any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, final prospectus contained therein or any amendment thereof amendments or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, supplements thereto; (ii) any the omission or alleged omission of to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading or misleading; or (iii) any violation or alleged violation by the Corporation of the U.S. Securities Act or Act, the U.S. Exchange Act, any other similar federal or state securities laws law or any rule or regulation promulgated thereunder applicable to under the Corporation and relating to action U.S. Securities Act, the U.S. Exchange Act or inaction required of the Corporation any federal or state securities law in connection with any such registration, qualification or compliancethe offering covered by the Registration Statement. In addition, the The Corporation will reimburse each such Holder Indemnified Party Holder, partner, officer or director, or controlling person for any legal or any other expenses reasonably incurred by them them, as incurred, in connection with investigating or defending any such losses. Notwithstanding loss, claim, damage, liability or action; provided, however, that the foregoingindemnity agreement contained in this subsection 2.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld), nor shall the Corporation be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such losses result from, arise it arises out of, are of or is based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, upon a Violation which occurs in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or in connection with such registration by such Holder Indemnified Party’s failure to deliver a copy Holder, partner, officer, director or controlling person of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified PartiesHolder.