Common use of By the Holders Clause in Contracts

By the Holders. Each Holder of Registrable Securities included in a registration statement filed hereunder will indemnify and hold harmless the Company, each of the Company's directors and officers, each legal counsel and independent accountant of the Company, each underwriter (within the meaning of the Securities Act), if any, of any of the Company's securities covered by such registration statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, each other Holder of Registrable Securities included in such registration statement, and each person controlling any such other Holder, against all claims, losses, damages and liabilities, (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement or prospectus (including any preliminary prospectus), or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and will reimburse the Company, such Holders of Registrable Securities, and such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use therein; provided, however, that the indemnity agreement contained herein shall not apply to amounts paid in settlement of any such claim, loss, 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 obligations of any Holder hereunder shall be limited to an amount equal to the greater of (i) the gross sale proceeds received by such Holder for the Registrable Securities sold as contemplated herein, or (ii) the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by the Holder under such registration statement bears to the total public offering price of all securities sold thereunder.

By the Holders. Each Holder of Registrable Securities included in a In connection with any registration statement filed hereunder in which a Holder is participating, that Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto and, to the extent permitted by law, will indemnify the Company and hold harmless the Companyeach other Holder and its directors, each of the Company's directors and managers, officers, employees, members, shareholders and each legal counsel Person who controls the Company and independent accountant of the Company, each underwriter Holder (within the meaning of the Securities Act)) against any losses, if anyclaims, of any of the Company's securities covered by such registration statementdamages, each person who controls liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) to which the Company or any Holder or any such underwriter within the meaning of director, manager, officer, employee, shareholder or controlling Person may become subject under the Securities ActAct or otherwise, each other Holder of Registrable Securities included in insofar as such registration statementlosses, and each person controlling any such other Holder, against all claims, losses, damages and liabilities, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based on upon (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any such the registration statement statement, prospectus or preliminary prospectus (including any preliminary prospectus), or any amendment thereof or supplement thereto or in any application or (ii) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading and will reimburse the Company, such Holders of Registrable Securities, and such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extentmisleading, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by or on behalf of such that Holder expressly for use therein, and that Holder will reimburse the Company and each such director, manager, officer, employee, shareholder and controlling Person for any legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the indemnity agreement contained herein Holder shall not apply be liable in any such case to amounts paid in settlement the extent that, prior to the filing of any such claimregistration statement or prospectus or amendment thereof or supplement thereto, loss, 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 obligations of any Holder hereunder shall be limited to an amount equal has furnished in writing to the greater of (i) the gross sale proceeds received by such Holder Company information expressly for the Registrable Securities sold as contemplated herein, or (ii) the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by the Holder under use in such registration statement bears or prospectus or any amendment thereof or supplement thereto that corrected or made not misleading information previously furnished to the total public offering price of all securities sold thereunderCompany.

By the Holders. Each Holder of Registrable Securities included in a registration statement filed hereunder will indemnify and hold harmless the Company, each of the Company's directors and officers, each legal counsel and independent accountant of the Company, each underwriter (within the meaning of the Securities Act), if any, of any of the Company's securities covered by such registration statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, each other Holder of Registrable Securities included in such registration statement, and each person controlling any such other Holder, against all claims, losses, damages and liabilities, (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement or prospectus (including any preliminary prospectus), or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and will reimburse the Company, such Holders of Registrable Securities, and such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use therein; provided, however, that the indemnity agreement contained herein shall not apply to amounts paid in settlement of any such claim, loss, 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 obligations of any Holder hereunder shall be limited to an amount equal to the greater of (i) the gross sale proceeds received by such Holder for the Registrable Securities sold as contemplated herein, or (ii) the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by the Holder under such registration statement bears to the total public offering price of all securities sold thereunder.

By the Holders. Each Holder of Registrable Securities included will, as to each registration in which such Holder is a registration statement filed hereunder will Participating Holder, indemnify and hold harmless the Company, each of the Company's its directors and officers, and each legal counsel and independent accountant of the Company, each underwriter (within the meaning of the Securities Act)underwriter, if any, of any of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other Holder such Holder, each of Registrable Securities included in such registration statementits officers, directors and partners and each person controlling any such other HolderHolders, against all claims, losses, expenses, damages and liabilities, liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement statement, prospectus, offering circular or prospectus (including any preliminary prospectus)other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading and will reimburse the Company, such Holders of Registrable Securities, and such Holders, directors, officers, personspartners, and persons and underwriters or control persons for any reasonable legal or any other expenses reasonably incurred in connection with investigating investigating, defending or defending settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of an instrument duly executed by such Holder expressly Holders specifically for use therein; provided, however, that (i) the indemnity agreement contained herein in this Section 1.5(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holder, a Holder (which consent shall not be unreasonably withheld; ) and provided, further, (ii) that the obligations of total amount for which any Holder hereunder shall be limited to an amount equal to liable under this Section 1.5(b) shall not in any event exceed the greater of (i) the aggregate gross sale proceeds received by such Holder for from the sale of Registrable Securities sold as contemplated herein, or (ii) the proportion of any held by such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by the Holder under in such registration statement bears to the total public offering price of all securities sold thereunderregistration.

By the Holders. Each Holder of Registrable Securities included will, as to each registration -------------- in which such Holder is a registration statement filed hereunder will Participating Holder, indemnify and hold harmless the Company, each of the Company's its directors and officers, each legal counsel and independent accountant of the Company, each underwriter (within the meaning of the Securities Act)underwriter, if any, of any of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other Holder such Holder, each of Registrable Securities included in such registration statementits officers, directors and partners and each person controlling any such other Holder, against all claims, losses, expenses, damages and liabilities, liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement statement, prospectus, offering circular or prospectus (including any preliminary prospectus)other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading and will reimburse the Company, such Holders of Registrable Securities, and such Holders, directors, officers, personspartners, persons and underwriters or control persons for any reasonable legal or any other expenses reasonably incurred in connection with investigating investigating, defending or defending settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of an instrument duly executed by such Holder expressly specifically for use therein; provided, however, that (i) the indemnity agreement contained herein in this Section 1.7(b) (By the Holders) shall not apply to amounts paid in settlement of any such claim, loss, 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 obligations of any Holder hereunder shall be limited to an amount equal to the greater of (i) the gross sale proceeds received by such Holder for the Registrable Securities sold as contemplated herein, or (ii) the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by the total amount for which any Holder shall be liable under such registration statement bears to the total public offering price of all securities sold thereunder.this

By the Holders. Each In the event of any registration of any securities of any Holder of Registrable under the Securities included in a registration statement filed hereunder Act pursuant to this Agreement, each Holder will and hereby does indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, the Company and each other Holder, and each of the Company's their respective officers, fiduciaries, employees, stockholders, directors and general and limited partners (and the officers, fiduciaries, employees, stockholders and directors thereof), and each legal counsel person controlling the Company and independent accountant of the Company, each underwriter (such other Holder within the meaning of the Securities Act), if any, of any of the Company's securities covered by such registration statement, each person who controls the Company or such underwriter within the meaning Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each other Holder of Registrable Securities included in such registration statementunderwriter or Qualified Independent Underwriter, if any, and each person controlling who controls any such other Holderunderwriter or Qualified Independent Underwriter within the meaning of Section 15 of the Securities Act, against all claimsClaims (including any Claims incurred in settlement of any litigation, losses, damages and liabilities, (commenced or actions in respect thereofthreatened) arising to which each such indemnified party may be subject under the Securities Act or otherwise insofar as such Claims arise out of or are based on upon (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement under which such securities were registered under the Securities Act or prospectus (including any preliminary prospectus), or any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus or any amendment or supplement thereto, together with the documents incorporated by reference therein, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, or (iii) any violation by such Holder of any federal, state or common law rule or regulation applicable to such Holder and relating to action required of or inaction by such Holder in connection with any such registration, and such Holder will reimburse the Company, such Holders of Registrable SecuritiesCompany and each other Holder, and such directors, each of their respective officers, personsfiduciaries, underwriters employees, stockholders, directors and partners, each person controlling the Company or control persons such other Holder, each such underwriter and each person who controls any such underwriter, for any legal or and any other expenses reasonably incurred in connection with investigating investigating, preparing or defending any such claimClaim, loss, damage, liability or actionprovided that, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) or violation is made in such registration statement statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the net proceeds from the shares sold by such Holder. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder expressly for use therein; provided, however, that indemnified party and shall survive the indemnity agreement contained herein shall not apply to amounts paid in settlement transfer of any such claim, loss, 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 obligations of any Holder hereunder shall be limited to an amount equal to the greater of (i) the gross sale proceeds received securities by such Holder for the Registrable Securities sold as contemplated herein, or (ii) the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by the Holder under such registration statement bears to the total public offering price of all securities sold thereunderHolder.

By the Holders. Each Holder of agrees that, as a condition to including any Registrable Securities included Shares in a registration statement any Shelf Registration filed hereunder will pursuant to Section 1, that each such Holder hereby does, jointly and severally, indemnify and hold harmless against any losses, claims, damages or liabilities which the Company, each of the Company's directors and officers, each legal counsel and independent accountant director of the Company, each underwriter officer of the Company, each other person (other than the Holders) who participates in the offering or sale of such securities and each other person, if any, who controls the foregoing parties within the meaning of the Securities Act may suffer under the Securities Act), if anyinsofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the Company's securities covered by statement or alleged statement in or omission or alleged omission from such registration statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, each other Holder of Registrable Securities included in such registration statement, and each person controlling any such other Holder, against all claims, losses, damages and liabilities, (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement or prospectus (including any preliminary prospectus), final prospectus or summary prospectus contained therein, or any omission (amendment or supplement thereto, only if such statement or alleged omission) to state therein a material fact required to be stated therein statement or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and will reimburse the Company, such Holders of Registrable Securities, and such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (omission or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use therein; provided, however, that the indemnity agreement contained herein shall not apply to amounts paid in settlement of any such claim, loss, 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, provided that the obligations of any such Holder hereunder to indemnify the Company shall be limited to an amount equal to the greater of (i) the gross sale proceeds received by the Seller from the sale of such Holder for the Registrable Securities sold as contemplated hereinpursuant to such Registration Statement. Such indemnity shall remain in full force and effect, or (ii) the proportion regardless of any investigation made by or on behalf of the Company or any such lossdirector, claimofficer or controlling person and shall survive the transfer of such securities by such Holder. The Company shall be entitled to receive indemnities from selling brokers, damagedealer managers and similar securities industry professionals participating in the distribution or sale, liability or expense which is equal to the proportion that the public offering price of the shares sold same extent as provided above with respect to information so furnished in writing by the Holder under such registration statement bears to the total public offering price of all securities sold thereunderpersons.

By the Holders. Each In the case of each registration effected by the Company pursuant to Sections 14, 15 or 16, each Holder of Registrable Securities included participating in a such registration statement filed hereunder will agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Company's directors its officers and officers, each legal counsel and independent accountant of the Companydirectors, each underwriter (within the meaning of the Securities Act), if any, of any of the Company's securities covered by such registration statement, shares so registered and each person who controls the Company or any such underwriter underwriter, if any, within the meaning of Section 15 of the Securities Act, each against any and all losses, claims, damages, liabilities and expenses to which they or any of them may become subject under the Securities Act or any other Holder of Registrable Securities included in such registration statementstatute or common law, and each person controlling any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as any such other Holderlosses, against all claims, lossesdamages, damages and liabilities, (liabilities or actions in respect thereof) arising arise out of or are based on upon (A) any untrue statement (or alleged untrue statement) statement of a material fact contained in any the Registration Statement relating to the sale of such registration statement or prospectus (including any preliminary prospectus)shares by such Holder, or any post-effective amendment thereto, or the omission (or alleged omission) omission of such Holder to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) any untrue statement or alleged untrue statement of a material fact attributable to such Holder and contained in any preliminary prospectus, if suit is brought prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented) if used within the period during which the Company is required to keep the Registration Statement to which such prospectus relates current pursuant to the terms of Section 17(b), or the omission or alleged omission by such Holder to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and will reimburse the Company, such Holders of Registrable Securities, and such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionmisleading, in each case to the extentcase, but only to the extent, that if such untrue statement (or alleged untrue statement) or omission was (or alleged omissionx) is made in such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder, any underwriter of such Holder's Registrable Securities or on behalf any controlling person of such Holder expressly for use therein; provided, however, that the indemnity agreement contained herein shall not apply to amounts paid in settlement of or any such claim, loss, damage, liability or action if underwriter in connection with such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that the obligations of any Holder hereunder shall be limited to an amount equal to the greater of (i) the gross sale proceeds received by such Holder for the Registrable Securities sold as contemplated hereinregistration, or (iiy) the proportion contained in any preliminary prospectus that was corrected by any subsequent prospectus and such Holder or underwriter of such Holder's Registrable Securities or any controlling person of such Holder or any such lossunderwriter failed to deliver such corrected prospectus; PROVIDED that such Holder shall be liable under this Section 18(b) for only that amount of losses, claimclaims, damage, liability or expense which is equal damages and liabilities as does not exceed the proceeds to the proportion that the public offering price such Holder as a result of the shares sold by the Holder under sale of Registrable Securities pursuant to such registration statement bears to the total public offering price of all securities sold thereunderregistration.