Common use of By the Holder Clause in Contracts

By the Holder. To the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this subsection 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 Holder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by the Holder under this Section in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by law, the each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, Act (such persons and entities referred to as "Company Indemnified Parties") against any losses, claims, damages or liabilities (joint or several) Losses to which the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties may become subject under the Securities Act, the 1934 Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registrationregistration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties in connection with investigating or defending any such lossViolation; provided, claim, damage, liability or action; provided however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Loss if such settlement is effected without the consent of the Holder; provided further, which consent that the Holder shall not be unreasonably withheldliable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder under this Section subsection in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by lawEach Holder shall, the Holder will severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each personother Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, any underwriter, against any all losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter foregoing Person may become subject under the Securities Act, the 1934 Exchange Act or other federal or state lawLaw, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder under an instrument duly executed by such Holder and stated to be expressly for use in connection with such registration; and the such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter foregoing Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided provided, however, that the indemnity agreement contained in this subsection Section 8.18(b) 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 the Holder, such Holder (which consent shall not be unreasonably withheld); and provided provided, further, that the total amounts payable in indemnity by the such Holder under this Section 8.18(b) and Section 8.18(d) in respect of any Violation shall not exceed the net proceeds actually received by the Holder in Investor upon the registered offering sale of the Registrable Securities out of which such Violation arises.

By the Holder. To In connection with the extent permitted by lawfiling of any registration statement and sales of the Warrant Stock thereunder, the Holder will shall indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the such registration statement, and each personother Person, if any, who controls the Company within the meaning of the Securities 1933 Act, any underwriter, against any losses, claims, damages or liabilities (joint or several) Losses to which the Company or Company, any such directorof its directors, officer, controlling personofficers, or underwriter controlling Persons may become subject under the Securities Act, the 1934 1933 Act or other federal or state lawotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) Losses arise out of or are based upon any Violationuntrue statement or alleged untrue statement of any material fact contained in any of the Disclosure Documents 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 not misleading, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse the Company, and any of its directors, officers, or controlling Persons for any legal or any other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such lossclaims, claim, damage, liability or action; provided however, that the indemnity agreement contained in this subsection shall not apply to excluding any amounts paid in settlement of any such losslitigation, claimcommenced or threatened, damage, liability or action if such settlement is effected without the prior written consent of the Holder; provided, which consent shall not be unreasonably withheld; and provided furtherhowever, that the total amounts such indemnification or reimbursement shall be payable in indemnity any such case only to the extent that such statement or alleged statement or omission or alleged omission is made in reliance on information furnished to the Company in writing by or on behalf of the Holder under this Section for use specifically in respect connection with the preparation of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arisesDisclosure Document.

By the Holder. To the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, and any underwriterunderwriter and each person, if any, who controls such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such officer, director, officer, controlling person, person or underwriter may become subject under the Securities Act, the 1934 Exchange Act or other federal or state securities or blue sky law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such officer, director, officer, controlling person, person or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided provided, however, that the indemnity agreement contained in this subsection paragraph 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 Holder, which consent shall not be unreasonably withheldwithheld or delayed; and provided further, that the total amounts payable in indemnity by the Holder under this subsection, subsection (d) of this Section 6.7 or otherwise in respect of any Violation and all Violations shall not exceed in the aggregate the net proceeds received by the Holder in the registered offering out of which such Violation arisesViolations arise.

By the Holder. To the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Securities ActAct or the 1934 Act (collectively, any underwriter"Company Indemnitees"), against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter Company Indemnitee may become subject under the Securities Act, the 1934 Act or other federal or state law, but only, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder, and known by the Holder to be furnished, expressly for use in connection with such registration, including without limitation any information furnished by the Holder to the Company pursuant to Section 1.4 hereof; and the Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter Company Indemnitee as incurred in connection with investigating or defending any such loss, claim, damage, liability or action; provided provided, however, that the indemnity agreement contained in this subsection 1.6(b) 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 Holder, Holder which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by the Holder under this Section 1.6(b) in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by lawEach Holder shall, the Holder will severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each personother Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, any underwriter, against any lossesall Losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter foregoing Person may become subject under the Securities Act, the 1934 Exchange Act or other federal or state lawLaw, insofar as such lossesLosses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder under an instrument duly executed by such Holder and stated to be expressly for use in connection with such registration; and the such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter foregoing Person in connection with investigating or defending any such lossLoss, claim, damage, liability Liability or action; provided provided, however, that the indemnity agreement contained in this subsection Section 7.09(b) shall not apply to amounts paid in settlement of any such lossLoss, claim, damage, liability Liability or action if such settlement is effected without the written consent of the Holder, such Holder (which consent shall not be unreasonably withheld); and provided provided, further, that the total amounts payable in indemnity by the such Holder under this Section 7.09(b) and Section 7.09(d) in respect of any Violation shall not exceed the net proceeds actually received by Purchaser upon the Holder in sale of the registered offering Registrable Securities out of which such Violation arises.

By the Holder. To the extent permitted by law, the each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, Act (such persons and entities referred to as "Company Indemnified Parties") against any losses, claims, damages or liabilities (joint or several) Losses to which the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties may become subject under the Securities Act, the 1934 Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse any legal or other expenses reasonably incurred by the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties in connection with investigating or defending any such lossViolation; provided, claim, damage, liability or action; provided however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Loss if such settlement is effected without the consent of the Holder; provided further, which consent that the Holder shall not be unreasonably withheldliable for the legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder under this Section subsection in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by law, the each Holder (severally and not jointly with any other Holder) will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statementShelf Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, Act (such persons and entities collectively referred to as "Company Indemnified Parties") against any losses, claims, damages or liabilities (joint or several) Losses to which the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties may become subject under the Securities Act, the 1934 Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in is caused by reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registrationregistration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties in connection with investigating or defending any such lossViolation; provided, claim, damage, liability or action; provided however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Loss if such settlement is effected without the consent of the Holder; provided further, which consent that the Holder shall not be unreasonably withheldliable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that in no event shall the total amounts payable in indemnity by the Holder under this Section subsection in respect of any Violation shall not exceed the net proceeds (i.e., proceeds net of underwriting discounts, fees and commissions payable by such Holder) received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To With respect to a Registration Statement, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have has signed the registration statementRegistration Statement, each personPerson, if any, who controls the Company within the meaning of the Securities Act, any underwriter, legal counsel and accountants for the Company and other shareholders of the Company against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling personPerson or other shareholder (collectively, or underwriter the "Company Indemnified Parties") may become subject under the Securities Act, the 1934 Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder with respect to such Holder expressly for use in connection with such registration; and the Holder will reimburse any legal or other expenses reasonably incurred by the any Company or any such director, officer, controlling person, or underwriter Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; provided provided, however, that the indemnity agreement contained in this subsection 16.4(b) 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 Holder, Holder (which consent shall not be unreasonably withheld); and provided further, that in no event shall the total amounts payable in indemnity by the Holder Holder's cumulative, aggregate liability under this Section in respect of any Violation shall not subsection 16.4(b) or under subsection 16.4(d), or under such subsections together, exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by law, the each Holder (severally and not jointly with any other Holder) will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, Act (such persons and entities referred to as “Company Indemnified Parties”) against any losses, claims, damages or liabilities (joint or several) Losses to which the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties may become subject under the Securities Act, the 1934 Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registrationregistration statement; and the Holder will reimburse pay, as incurred, any legal or other expenses reasonably incurred by the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties in connection with investigating or defending any such lossViolation; provided, claim, damage, liability or action; provided however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Loss if such settlement is effected without the consent of the Holder, Holder (which consent shall not be unreasonably withheldwithheld or delayed); provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder under this Section subsection in respect of any Violation shall not exceed the net proceeds received by the each Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by lawEach Holder shall, the Holder will severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each personother Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, any underwriter, against any lossesall Losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter foregoing Person may become subject under the Securities Act, the 1934 Exchange Act or other federal or state lawLaw, insofar as such lossesLosses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder under an instrument duly executed by such Holder and stated to be expressly for use in connection with such registration; and the such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter foregoing Person in connection with investigating or defending any such lossLoss, claim, damage, liability Liability or action; provided provided, however, that the indemnity agreement contained in this subsection Section 7.08(b) shall not apply to amounts paid in settlement of any such lossLoss, claim, damage, liability Liability or action if such settlement is effected without the written consent of the Holder, such Holder (which consent shall not be unreasonably withheld); and provided provided, further, that the total amounts payable in indemnity by the such Holder under this Section 7.08(b) and Section 7.08(d) in respect of any Violation shall not exceed the net proceeds actually received by Purchaser upon the Holder in sale of the registered offering Registrable Securities out of which such Violation arises.

By the Holder. To the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Securities ActAct or the 1934 Act (collectively, any underwriter"Company Indemnitees"), against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter Company Indemnitee may become subject under the Securities Act, the 1934 Act or other federal or state law, but only, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case case, to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder, and known by the Holder to be furnished, expressly for use in connection with such registration, including without limitation any information furnished by the Holder to the Company pursuant to Section 1.4 hereof; and the Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter Company Indemnitee as incurred in connection with investigating or defending any such loss, claim, damage, liability or action; provided provided, however, that the indemnity agreement contained in this subsection 1.6(b) 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 Holder, Holder which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by the Holder under this Section 1.6(b) in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the fullest extent permitted by law, the --------------- each Holder (severally and not jointly with any other Holder) will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statementShelf Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, Act (such persons and entities collectively referred to as "Company Indemnified Parties") against any losses, claims, damages or liabilities (joint or several) and all --------------------------- Losses to which the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties may become subject under the Securities Act, the 1934 Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in is caused by reliance upon and in conformity with written information furnished to the Company by the Holder expressly for use in connection with such registrationthe registration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties in connection with investigating or defending any such lossViolation; provided, claim, damage, liability or action; provided however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Loss if such settlement is effected without the prior written consent of the Holder; provided further, which consent that the Holder shall not be unreasonably withheldliable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total no Holder shall be required to pay amounts payable pursuant to this subsection (b) in indemnity by the Holder under this Section in respect excess of any Violation shall not exceed the net amount of proceeds received by the Holder in from the registered offering out sale of which the Registrable Securities, less the total amount paid by the Holder for such Violation arisesRegistrable Securities.

By the Holder. To the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, Act (such persons and entities referred to as "COMPANY INDEMNIFIED PARTIES") against any losses, claims, damages or liabilities (joint or several) Losses to which the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties may become subject under the Securities Act, the 1934 Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registrationregistration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by the such Company or any such director, officer, controlling person, or underwriter Indemnified Parties in connection with investigating or defending any such lossViolation; PROVIDED, claim, damage, liability or action; provided howeverHOWEVER, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Loss if such settlement is effected without the consent of the Holder; PROVIDED FURTHER, which consent that the Holder shall not be unreasonably withheldliable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided furtherPROVIDED FURTHER, that the total amounts payable in indemnity by the Holder under this Section subsection in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To In connection with the extent permitted by lawfiling of any registration statement and sales of the Warrant Stock thereunder, the Holder will shall indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the such registration statement, and each personother Person, if any, who controls the Company within the meaning of the Securities 1933 Act, any underwriter, against any losses, claims, damages or liabilities (joint or several) Losses to which the Company or Company, any such directorof its directors, officer, controlling personofficers, or underwriter controlling Persons may become subject under the Securities Act, the 1934 1933 Act or other federal or state lawotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) Losses arise out of or are based upon any Violationuntrue statement or alleged untrue statement of any material fact contained in any of the Disclosure Documents 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 not misleading, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse the Company, and any of its directors, officers, or controlling Persons for any legal or any other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such lossclaims, claim, damage, liability or action; provided however, that the indemnity agreement contained in this subsection shall not apply to excluding any amounts paid in settlement of any such losslitigation, claimcommenced or threatened, damage, liability or action if such settlement is effected without the prior written consent of the Holder; provided, which consent shall not be unreasonably withheld; and provided furtherhowever, that the total amounts such indemnification or reimbursement shall be payable in indemnity any such case only to the extent that such statement or alleged statement or omission or alleged omission is made in reliance on information furnished to the Company in writing by or on behalf of the Holder for use specifically in connection with the preparation of such Disclosure Document. (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under this Section in respect of any Violation shall not exceed the net proceeds received by 1933 Act and the Holder in the registered offering out of which such Violation arises.1934 Act; and