Common use of Company’s Indemnification of Holders Clause in Contracts

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, and constituent partners, and each person who controls such Holder within the meaning of the Securities Act, with respect to which Registration of Registrable Securities has been effected pursuant to this Agreement against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Holder, and each person who controls any such Holder, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damage; provided, however, that the indemnity contained in this Section 12.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder, Holder or underwriter for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 3.6.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors, and constituent partnerspartners and members, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 9.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheldwithheld or delayed); and provided, further, that the Company will not be liable (i) in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the CompanyCompany or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), if such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the person asserting any such loss, claim, damage, liability or action in any case in which such delivery is required by the Securities Act.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 3.6(a) shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and expressly stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, and constituent partners, partners and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon (a) any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the CompanyCompany or (b) the gross negligence or willful misconduct of such Holder, underwriter, or controlling person.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, and constituent managers, stockholders, members, partners, legal counsel for the Holders and each person who controls controlling such Holder within the meaning of the Securities Act(each, a “Holder Indemnified Party”), with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter (each, an “Underwriter Indemnified Party”), against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus Registration Statement, prospectus, offering circular, or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, Holder Indemnified Party and each person who controls any such Holder, Underwriter Indemnified Party for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 3.6.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, or controlling person Holder Indemnified Party and Underwriter Indemnified Party and stated to be for use in connection with the offering of securities of the CompanyCompany to which such claim, loss, damage, liability or expense relates.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, members, managers, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors and constituent partners, members, managers, legal counsel for the Holders, each such underwriter and each person who controls any such Holder, Holder or underwriter for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 3.6.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, provided further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors, constituent partners members and constituent partnersaffiliates, for the Holders, and each person who controls controlling such Holder Holder, within the meaning of Section 15 of the Securities Act, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all expenses, claims, losses, damages, liabilities, actions, proceedings, or actions settlements (joint or several) in respect thereof (collectively, “Damages’”) to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus prospectus, offering circular or other document (including any related Registration Statementregistration statement, notification or the like) incident to any such Registrationregistration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation) by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, any state securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such Registrationregistration, qualification, or compliance; and the Company will reimburse each such Holder, each of its officers, directors, constituent partners, members and affiliates, legal counsel and accountants, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating investigating, preparing, defending or defending settling any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 13.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action Act, Exchange Act, or inaction required of the Company in connection with any such Registration; state securities law and the Company will shall reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not be unreasonably be withheld); and provided, further, that the Company will shall not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by lawLaw, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls such Holder within the meaning of the Securities ActPerson controlling that Holder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each Person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky Laws, or other applicable Laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; , qualification, or compliance, and the Company will shall reimburse each such Holder, each underwriter, and each person Person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damage; providedclaim, howeverloss, that the indemnity contained in this Section 12.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provideddamage, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holderliability, or controlling person and stated to be for use in connection with the offering of securities of the Companyaction.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 3.6.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, employees and constituent partners, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registrationregistration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registrationregistration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors, employees and constituent partners, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 6.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, its officers, directors, employees, constituent partners, or legal counsel, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 5.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, managers and constituent partnerspartners and members, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls each such underwriter (collectively, "Holder Indemnitees"), against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule title or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; , qualification or compliance, and the Company will reimburse each such Holder, and each person who controls any such HolderHolder Indemnitee, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 2.6(a) shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, or controlling person and stated to be Holder Indemnitee about such Holder Indemnitee for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the The Company will shall indemnify and hold harmless each Holder, each of its officersagents, directors, legal counsel and constituent partners, accountants and each (i) person who controls controlling such Holder within the meaning of Section 15 of the Securities ActAct ("Controlling Person"); and (ii) each underwriter and each Controlling Person of such underwriter, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement against all claims, losses, damages, liabilities, expenses or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, expenses or liabilities (or actions, proceedings or settlements in respect thereto) arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document prepared by the Company (including any related Registration StatementStatement notification or the like) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, indemnified party and each person who controls any such HolderControlling Person, for any legal and any other expenses reasonably incurred in connection with investigating investigating, defending or defending settling any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 7(a) shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld)Company; and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, or controlling person Controlling Person of such Holder and stated to be specifically for use therein, in connection with the offering which case such Holder or Controlling Person of securities of such Holder shall likewise indemnify the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its their respective officers, directors, directors and constituent partners, partners and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages, liabilities, liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, liabilities or actions arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus prospectus, offering circular or other document issued by the Company (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; and the , qualification or compliance. The Company will also reimburse each such Holder, officer, director, constituent partner, legal counsel and underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 6 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or action arises out of or are is based upon any untrue statement (or alleged untrue statement) or omission based (or alleged omission) of a material fact furnished in a writing to the Company by such Holder, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder, or controlling person Holder and stated to be specifically for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the The Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter thereof, if any, and each of its officers, directors, constituent partners, and each person who controls such underwriter, against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectivelythereof) suffered or incurred by any of them, “Damages’”) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) Statement incident to any such Registration, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 2.7.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, controlling person or controlling other indemnified person and stated to be for use in connection with the offering of securities of the Company. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the Commission at the time the Registration Statement becomes effective or a prospectus is filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, agents, legal counsel for the Holders, and each person who controls such Person controlling that Holder within the meaning of the Securities Act, with respect to which Registration Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this Agreement Agreement, the respective officers, directors, partners, members, employees, representatives and agents of any such Holder or any such controlling Person, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or are based on compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company (or alleged violation) of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will shall reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each person Person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 7.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) or omission based (or alleged omission) made in that Registration Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such Holdera Holder or underwriter, or controlling person if any, and expressly stated to be specifically for use in connection with the offering of securities of the Companysuch Registration Statement, Prospectus or other document.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, agents, legal counsel for the Holders, and each person who controls such Person controlling that Holder within the meaning of the Securities Act, with respect to which Registration Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus Registration Statement, Prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or are based on compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company (or alleged violation) of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will shall reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each person Person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 8.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) or omission based (or alleged omission) is made in that Registration Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such Holdera Holder or underwriter, or controlling person if any, and stated to be specifically for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent ------------------------------------ permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, such directors, officers, partners or law firm, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 7.11 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, officer, director, partner, counsel or controlling person and stated to be specifically for use in connection with the Registration and offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 1.10(a) shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld)) and; and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the The Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, and each person who controls controlling such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended. (the "Exchange Act"), with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each of its officers, directors, constituent partners, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) Statement incident to any such Registration, qualification or are based on compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity contained in this Section 12.1 1.8.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheldwithheld or delayed); and providedPROVIDED, furtherFURTHER, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter or controlling person and stated to be for use in connection with the offering of securities of the Company. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus, such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the final prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Act if the final prospectus corrected the untrue statement or omission or alleged untrue statement or omission.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls such Holder within the meaning of the Securities Actcontrolling that Holder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof to which they may become subject (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any preliminary or final prospectus or other document (including any related Registration Statement) or amendment and supplement thereto incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; , qualification, or compliance, and the Company will shall reimburse each such Holder, each underwriter, and each person who controls any such Holderofficers, directors, Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 14.1 shall not apply to amounts paid in settlement of any such claims for Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission (or alleged untrue statement or omission) based upon written information furnished to the Company by such a Holder, underwriter, or controlling person and stated in writing to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 13.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability, or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will Issuer shall indemnify each Holder, each of its such Holder’s officers, directors, directors and constituent general partners, and each person who controls Person controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration any registration of Registrable Securities has been (and any related compliance with other securities laws under Section 1.3) effected pursuant to this Agreement Agreement, against all claims, losses, damages, liabilities, liabilities or expenses (or actions in respect thereof thereof) incurred by an Indemnified Party (collectively, collectively “Damages’Losses”) to the extent such Damages arise arising out of or are based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or in any amendment or supplement thereof or in any preliminary prospectus or other document (including any related Registration Statement) incident to any such Registrationregistration or compliance, or are based on (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by Issuer of the Company of Securities Act, the Exchange Act, or any other securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, applicable to the Company Issuer and relating to action or inaction required of the Company Issuer in connection with any such Registrationregistration or compliance; and the Company will Issuer shall reimburse each such Holder, and each person who controls any such Holder, Indemnified Party for any legal and any other expenses (including, without limitation, attorneys’ fees) reasonably incurred in connection with investigating or defending any such DamageLosses; provided, however, that the indemnity contained in this Section 12.1 1.7(a) shall not apply to amounts paid in settlement of any such Damages Losses if settlement is effected without the consent of the Company Issuer (which consent shall not unreasonably be withheld); and provided, further, that the Company will Issuer shall not be liable in any such case to the extent that any such Damages Losses arise out of or are based upon any untrue statement (or alleged untrue statement) or omission (or alleged omission) based upon written information furnished to the Company Issuer in writing by such HolderHolder or any of its officers, directors, general partners, or controlling person and stated to be Persons for use in connection with the offering of securities of Issuer; and provided, further, that Issuer shall not be liable in any such case to the Companyextent any such Losses arise out of or are based upon the failure of such Holder to comply with the prospectus delivery requirements of the Securities Act; and provided, further, that Issuer shall not be liable for legal fees incurred by any Indemnified Party after Issuer assumes the defense of the action in accordance with Section 1.7(c), except to the extent that such Indemnified Party hires separate counsel as a result of a conflict described in Section 1.7(c).

Company’s Indemnification of Holders. To the extent permitted by ------------------------------------ law, the Company will indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities Act, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages, liabilities, or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action as such expenses are incurred; provided, however, that the indemnity contained in this Section 12.1 10.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability, or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company; provided, further, that this indemnity agreement with respect to a preliminary prospectus shall not inure to the benefit of any Holder from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Registrable Securities, or any person controlling such Holder, if a copy of the prospectus (as amended or supplemented at the time of sale) was not sent or given by or on behalf of the Holder to such person and if the prospectus (as so amended or supplemented) would have corrected the defect giving rise to such loss, liability, claim, damage or expense unless such failure to send or give the prospectus resulted from noncompliance by the Company with Section 8.1(c) or (1) hereof.

Company’s Indemnification of Holders. To the extent permitted by law, the The Company will shall indemnify and hold harmless each Holder, each of its officersagents, directors, legal counsel and constituent partners, accountants and each (i) person who controls controlling such Holder within the meaning of Section 15 of the Securities ActAct ("Controlling Person"); and (ii) each underwriter and each Controlling Person of such underwriter, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement against all claims, losses, damages, liabilities, expenses or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, expenses or liabilities (or actions, proceedings or settlements in respect thereto) arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document prepared by the Company (including any related Registration StatementStatement notification or the like) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a 8 material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, indemnified party and each person who controls any such HolderControlling Person, for any legal and any other expenses reasonably incurred in connection with investigating investigating, defending or defending settling any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 7(a) shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld)Company; and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, or controlling person Controlling Person of such Holder and stated to be specifically for use therein, in connection with the offering which case such Holder or Controlling Person of securities of such Holder shall likewise indemnify the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors and constituent partners, and legal counsel, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 2.9(a) shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, its officers, directors, constituent partners, or legal counsel, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 8.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon and in conformity with written information furnished to the Company by such Holder, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the The Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, and each person who controls controlling such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each of its officers, directors, constituent partners, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) Statement incident to any such Registration, qualification or are based on compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity contained in this Section 12.1 1.8.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheldwithheld or delayed); and providedPROVIDED, furtherFURTHER, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter or controlling person and stated to be for use in connection with the offering of securities of the Company. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus, such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the final prospectus was not furnished to the person asserting the lose, liability, claim or damage at or prior to the time such action is required by the Act if the final prospectus corrected the untrue statement or omission or alleged untrue statement or omission.

Company’s Indemnification of Holders. To the extent permitted by law, the The Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, and each person who controls controlling such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each of its officers, directors, constituent partners, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) Statement incident to any such Registration, qualification or are based on compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any say other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity contained in this Section 12.1 1.8.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheldwithheld or delayed); and providedPROVIDED, furtherFURTHER, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter or controlling person and stated to be for use in connection with the offering of securities of the Company. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus, such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the final prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Act if the final prospectus corrected the untrue statement or omission or alleged untrue statement or omission.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within with the meaning of the Securities Act, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages, liabilities, or liabilities (joint or several) (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, or liabilities arise out of or are based upon any untrue statement by the Company or it officers, directors, or agent (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission by the Company or it officers, directors, or agent (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, or any violation by the Company or it officers, directors, or agent of any rule or regulation promulgated under the Securities Act or the Exchange Act or any state securities law or any rules or regulations promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 11.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability, or expense arises directly out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with such Registration; provided, further, that this indemnity agreement with respect to a preliminary prospectus shall not inure to the offering benefit of securities any Holder from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Registrable Securities, or any person controlling such Holder, if a copy of the Companyprospectus (as amended or supplemented at the time of sale) was not sent or given by or on behalf of the Holder to such person and if the prospectus (as so amended or supplemented) would have corrected the defect giving rise to such loss, liability, claim, damage or expense unless such failure to send or give the prospectus resulted from non-compliance by the Company with Section 8(c) or (f) hereof.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, and each of its officers, directors, and constituent partners, and each person person, if any, who controls such Holder within the meaning of the Securities Act, with respect to which Registration Registration, qualification or compliance of Registrable Securities registrable securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages, liabilities, or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made, or any violation (or alleged violation) by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 7 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability, or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder or persons on behalf of such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company; provided, further, that this indemnity agreement with respect to a preliminary prospectus shall not inure to the benefit of any Holder from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Registrable Securities, or any person controlling such Holder, if a copy of the prospectus (as amended or supplemented at the time of sale) was not sent or given by or on behalf of the Holder to such person and if the prospectus (as so amended or supplemented) would have corrected the defect giving rise to such loss, liability, claim, damage or expense.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for each Holder, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, related qualification, or related compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, or liabilities arise out of or are based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or are based on compliance, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse pay as incurred to each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 13.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability, or expense arises out of or are is based upon any untrue statement or omission contained in such prospectus or other document based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Companytherein.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls such Holder within the meaning of the Securities ActPerson Controlling that Holder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each Person who Controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of circumstances under which they were made, not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, the Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; , qualification, or compliance, and the Company will shall reimburse each such Holder, each underwriter, and each person Person who controls Controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 14.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such a Holder, underwriter, or controlling person Person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls such Holder within the meaning of the Securities Actcontrolling that Holder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”"DAMAGES") to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; , qualification, or compliance, and the Company will shall reimburse each such Holder, each underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 13.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such a Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “"Damages’”") to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration StatementStatement or amendment or supplement thereto) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 11.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such HolderXxxxxx, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent ------------------------------------ permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, partners and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or supplement thereto or other document (including any related Registration StatementStatement or any amendment thereto) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, any state securities law or any rules or regulations promulgated thereunder, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse pay to each such Holder, director, officer, partner, person, each such underwriter and each person who controls any such HolderHolder or underwriter, as incurred, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 5.7.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement (or alleged untrue statement) or omission (or alleged omission) based upon written information furnished to the Company by such Holder, provided, that, if the Holder is a corporate holder, such information shall have been provided by an officer of such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted ------------------------------------ by law, the Company will indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder (within the meaning of the Securities Act), with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred incurred, as such expenses are incurred, in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 10.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that if the Company and the Holder disagree as to the reasonableness of the settlement terms, they shall mutually agree upon an independent counsel to review the matter and resolve the dispute with the cost of such counsel to be split between the Company and the Holder; and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability, or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the The Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter thereof, if any, and each of its officers, directors, constituent partners, and each person who controls such underwriter, against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectivelythereof) suffered or incurred by any of them, “Damages’”) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) Statement incident to any such Registration, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 5.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, controlling person or controlling other indemnified person and stated to be for use in connection with the offering of securities of the Company. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the Registration Statement becomes effective or a prospectus is filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to such person and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls such Holder within the meaning of the Securities ActPerson controlling that Holder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each Person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; , qualification, or compliance, and the Company will shall reimburse each such Holder, each underwriter, and each person Person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damage; providedclaim, howeverloss, that the indemnity contained in this Section 12.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provideddamage, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holderliability, or controlling person and stated to be for use in connection with the offering of securities of the Companyaction.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “"Damages’”") to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 11.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registrationregistration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registrationregistration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors and constituent partners, and legal counsel, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 11.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, its officers, directors, constituent partners, or controlling person and stated to be for use in connection with the offering of securities of the Company.legal counsel,

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors, and constituent partnerspartners and members, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheldwithheld or delayed); and provided, further, that the Company will not be liable (i) in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the CompanyCompany or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), if such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the person asserting any such loss, claim, damage, liability or action in any case in which such delivery is required by the Securities Act.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, agents, legal counsel for the Holders, and each person who controls such Person Controlling that Holder within the meaning of the Securities Act, with respect to which Registration Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person who Controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus Registration Statement, Prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or are based on compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein (in the case of a Registration Statement) or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company (or alleged violation) of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will shall reimburse as incurred each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each person Person who controls Controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 8.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) or omission based (or alleged omission) is made in that Registration Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such Holdera Holder or underwriter, or controlling person if any, and stated to be specifically for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the The Company will shall indemnify and hold harmless each Holder, each of its officersagents, directors, legal counsel and constituent partners, accountants and each (i) person who controls controlling such Holder within the meaning of Section 15 of the Securities ActAct ("Controlling Person"); and (ii) each underwriter and each Controlling Person of such underwriter, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement against all claims, losses, damages, liabilities, expenses or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, expenses or liabilities (or actions, proceedings or settlements in respect thereto) arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration StatementStatement notification or the like) incident to any such Registration, qualification or compliance, are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, indemnified party and each person who controls any such HolderControlling Person, for any legal and any other expenses reasonably incurred in connection with investigating investigating, defending or defending settling any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 6.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld)Company; and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such HolderUnderwriter, Holder or controlling person Controlling Person of such Underwriter or Holder and stated to be specifically for use therein, in connection with the offering which case such Underwriter, Holder or Controlling Person of securities of such Underwriter or Holder shall likewise indemnify the Company, its Controlling Persons and each of its agents, legal counsel and accountants.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, agents, legal counsel for the Holders, and each person who controls such Person controlling that Holder within the meaning of the Securities Act, with respect to which Registration Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”"DAMAGES") to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus Registration Statement, Prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or are based on compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company (or alleged violation) of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will shall reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each person Person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 8.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) or omission based (or alleged omission) is made in that Registration Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such Holdera Holder or underwriter, or controlling person if any, and stated to be specifically for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent ------------------------------------ permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 7.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the The Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, and each person who controls controlling such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each of its officers, directors, constituent partners, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) Statement incident to any such Registration, qualification or are based on compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity contained in this Section 12.1 1.8.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheldwithheld or delayed); and providedPROVIDED, furtherFURTHER, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter or controlling person and stated to be for use in connection with the offering of securities of the Company. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus, such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the final prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Act if the final prospectus corrected the untrue statement or omission or alleged untrue statement or omission.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, agents, legal counsel for the Holders, and each person who controls such Person controlling that Holder within the meaning of the Securities Act, with respect to which Registration Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this Agreement Agreement, the respective officers, directors, partners, members, employees, representatives and agents of any such Holder or any such controlling Person, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus Registration Statement, Prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or are based on compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company (or alleged violation) of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will shall reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each person Person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 7.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) or omission based (or alleged omission) is made in that Registration Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such Holdera Holder or underwriter, or controlling person if any, and stated to be specifically for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directorsdirectors and partners, and constituent partnerslegal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement against all claims, losses, damages, liabilities, liabilities or expenses (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, liabilities or expenses arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation (or alleged violation) by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, Holder and each person who controls any such Holder, Holder for any legal and any other expenses reasonably incurred in connection connect, on with investigating or defending any such Damageclaim, loss, damage, liability, expense or action; provided, however, that the indemnity contained in this Section 12.1 6.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, or controlling person Holder and stated to be for use in connection with the offering preparation of securities of the Companysuch prospectus (including any related Registration Statement).

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, agents, legal counsel for the Holders, and each person who controls such Person controlling that Holder within the meaning of the Securities Act, with respect to which Registration Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus Registration Statement, Prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or are based on compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company (or alleged violation) of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will shall reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each person Person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 7.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) or omission based (or alleged omission) is made in that Registration Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such Holdera Holder or underwriter, or controlling person if any, and stated to be specifically for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls such Holder within the meaning of the Securities Actcontrolling that Holder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “"Damages’”") to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or any other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; , qualification, or compliance, and the Company will shall reimburse each such Holder, each underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 13.1 shall not apply to amounts paid in settlement of any such Damages if such settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such a Holder, underwriter, or controlling control person of a Holder or underwriter and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the The Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter thereof, if any, and each of its officers, directors, constituent partners, and each person who controls such underwriter, against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectivelythereof) suffered or incurred by any of them, “Damages’”) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) Statement incident to any such Registration, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, and each other indemnitee named above, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 5.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and providedclaim, furtherloss, that the Company will not be liable in any such case to the extent that any such Damages arise out of damage, liability or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, or controlling person and stated to be for use in connection with the offering of securities of the Company.action

Company’s Indemnification of Holders. To the maximum extent permitted by lawapplicable Law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, and each person who controls such Holder within the meaning of the Securities ActPerson controlling that Holder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each Person who controls any underwriter against all claims, losses, damages, liabilities, expenses, or actions in respect thereof to which they may become subject (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any preliminary or final prospectus or other document (including any related Registration Statement) ), or amendment and supplement thereto incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky Laws, or other applicable Laws in the jurisdiction other than the United States in which the Registration, qualification, or compliance occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; , qualification, or compliance, and the Company will shall reimburse each such Holder, each underwriter, and each person Person who controls any such Holderofficers, directors, Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action (but not in excess of expenses incurred in respect of one counsel for all of them unless there is a potential conflict of interest of reasonable probability or an actual conflict of interest between any indemnified parties, in which case the indemnified parties may be represented by separate counsel); provided, however, provided that the indemnity contained in this Section 12.1 8.1 shall not apply to amounts paid in settlement of any such claims for Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheldwithheld or delayed); and provided, provided further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission (or alleged untrue statement or omission) based upon written information furnished to the Company by such a Holder, underwriter, or controlling person Person and stated in writing to be for use in connection with the offering of securities of the Company; provided further, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the SEC at the time the Registration Statement becomes effective or the amended prospectus filed with the SEC pursuant to Rule 424(b) (the “Final Prospectus”), such indemnity shall not inure to the benefit of (i) any underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the Damages at or prior to the time such action is required by the Securities Act, and if the Final Prospectus would have cured the defect giving rise to the Damages or (ii) any Holder, if there is no underwriter and if a copy of the Final Prospectus was furnished to such Holder and was not subsequently furnished by such Holder to the Person asserting the Damages at or prior to the time that such action is required by the Securities Act, if the Final Prospectus would have cured the defect giving rise to the Damages.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, each legal counsel and independent accountant for the Holders and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, such officers, directors, constituent partners, law and accounting firms, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity contained in this Section 12.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability, or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, members, directors, and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “"Damages’”") to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will shall reimburse each such Holder, each such underwriter, and each person who controls any such Holder, officer, member, director, constituent partner, legal counsel, person controlling Holder, or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 8.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will shall not be liable in any such case (a) to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the CompanyCompany or (b) in connection with the failure by the Holder to deliver in connection with any sale or sales by the Holder a subsequent prospectus, amendment or supplement that corrects any statement or omission in any prospectus if such subsequent prospectus, supplement or amendment was delivered to the Holder prior to such sale.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 13.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted ------------------------------------ by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors and constituent partners, and legal counsel, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 11.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, its officers, directors, constituent partners, or legal counsel, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls such Holder within the meaning of the Securities Actcontrolling that Holder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; , qualification, or compliance, and the Company will shall reimburse each such Holder, each underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damage; providedclaim, howeverloss, that the indemnity contained in this Section 12.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provideddamage, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holderliability, or controlling person and stated to be for use in connection with the offering of securities of the Companyaction.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, trustees, agents and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, liabilities or expenses (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, liabilities or expenses arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will promptly reimburse each such Holder, such officers, directors, trustees, agents, constituent parties and legal counsel, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, expense or action; provided, however, that the indemnity contained in this Section 12.1 7.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, or controlling person and stated to be for use in connection with the offering of securities of the Company.not

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls such Holder within the meaning of the Securities Actcontrolling that Holder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; , qualification, or compliance, and the Company will shall reimburse each such Holder, each underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damage; providedclaim, howeverloss, that the indemnity contained in this Section 12.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provideddamage, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holderliability, or controlling person and stated to be for use in connection with the offering of securities of the Companyaction.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “`Damages’”') to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will shall reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 8.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will shall not be liable in any such case (a) to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the CompanyCompany or (b) in connection with the failure by the Holder to deliver in connection with any sale or sales by the Holder a subsequent prospectus, amendment or supplement that corrects any statement or omission in any prospectus if such subsequent prospectus, supplement or amendment was delivered to the Holder prior to such sale.

Company’s Indemnification of Holders. To the extent permitted by ------------------------------------ law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities Act, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 11.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based made in reliance upon and in conformity with written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be specifically for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”"DAMAGES") to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 13.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “Damages’”) to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that (a) the indemnity contained in this Section 12.1 8.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that (b) the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be specifically for use in connection with the offering of securities of the Company; and (c) the indemnity contained in this Section 8.1 is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in a preliminary prospectus on file with the Commission at the time the Registration Statement becomes effective or the amended prospectus is filed with the Commission pursuant to Rule 424(b) (the “Final Prospectus”), such indemnity shall not inure to the benefit of any underwriter, or any Holder, if there is no underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the claim, loss, damage, liability or action at or prior to the time such action is required by the Securities Act, and if the Final Prospectus would have cured the defect giving rise to the loss, liability, claim or damage.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel and accountants for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement or in connection with a waiver by the Holders of such Registrable Securities of the 44 Company's obligations pursuant to Section 6 or Section 7 of this Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus registration statement, preliminary or other document (including final prospectus, offering circular or any related Registration Statement) incident to any such Registrationamendment or supplement thereto, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors and constituent partners, legal counsel and accountants, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 11.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, its officers, directors, constituent partners, legal counsel, accountants, underwriter or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, liabilities or expenses (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, liabilities or expenses arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation (or alleged violation) by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, expense or action; provided, however, that the indemnity contained in this Section 12.1 7.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by ------------------------------------ law, the Company will indemnify each HolderHolders, each of its their officers, directors, directors and constituent partners, legal counsel for Holders, and each person controlling Holders, and each underwriter, if any, and each person who controls such Holder within the meaning of the Securities Act, with respect to which Registration of Registrable Securities has been effected pursuant to this Agreement any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance of Registrable Stock effected pursuant to this Agreement, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse Holders, each such Holder, underwriter and each person who controls any such HolderHolders or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, -------- that the indemnity contained in this Section 12.1 8.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be -------- liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based which occurs in reliance upon and in strict conformity with written information furnished to the Company by such HolderHolders, underwriter, or controlling person under an instrument duly executed by such person and stated to be specifically for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent ------------------------------------ permitted by law, the Company will indemnify each Holder, each of its officers, directors, directors and constituent partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors and constituent partners, and legal counsel, each such underwriter, and each person who controls any such HolderHolder or underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 6.1 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, its officers, directors, constituent partners, or legal counsel, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its Holder and Zesiger Capital Group LLC ("ZCG") xxx xxxir respective officers, directors, and constituent trustees, members, employees, partners, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls any underwriter against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, “"Damages’”") to the extent such Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration StatementStatement or amendment or supplement thereto) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter, ZCG and each person who controls any such HolderHolder or underwriter, and their respective officers, directors, trustees, members, partners, employees and legal counsel for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 12.1 7.1 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in the Registration Statement in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, managers and constituent partnerspartners and members, legal counsel for the Holders, and each person who controls controlling such Holder within the meaning of the Securities ActHolder, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement Agreement, and each underwriter, if any, and each person who controls each such underwriter (collectively, “Holder Indemnitees”), against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule title or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; , qualification or compliance, and the Company will reimburse each such Holder, and each person who controls any such HolderHolder Indemnitee, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 2.6(a) shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, or controlling person and stated to be Holder Indemnitee about such Holder Indemnitee for use in connection with the offering of securities of the Company.

Company’s Indemnification of Holders. To the extent permitted by law, the The Company will shall indemnify and hold harmless each Holder, each of its officersagents, directorsinvestment advisers, legal counsel and constituent partners, accountants and each (i) person who controls controlling such Holder within the meaning of Section 15 of the Securities ActAct ("Controlling Person"); and (ii) each underwriter and each Controlling Person of such underwriter, with respect to which Registration Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement against all claims, losses, damages, liabilitiesexpenses or liabilities (or actions, proceedings or actions settlements in respect thereof (collectively, “Damages’”thereof) to the extent such Damages claims, losses, damages, expenses or liabilities (or actions, proceedings or settlements in respect thereto) arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document prepared by the Company (including any related Registration StatementStatement or the like) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, indemnified party and each person who controls any such HolderControlling Person, for any legal and any other expenses reasonably incurred in connection with investigating investigating, defending or defending settling any such Damageclaim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 12.1 7(a) shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not be unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such Damages arise claim, loss, damage, liability or expense arises out of or are is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, or controlling person Controlling Person of such Holder, and stated to be specifically for use therein, in connection with the offering which case such Holder or Controlling Person of securities of such Holder shall likewise indemnify the Company.