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

Company’s Indemnification of Holders. To the extent permitted by law, the Company shall indemnify each Holder, each of its officers, directors, partners, agents, legal counsel for the Holders, and each Person controlling that Holder within the meaning of the Securities Act, with respect to which Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this 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 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 incident to any Registration, qualification, or 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, 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 Registration, qualification, or compliance; and the Company shall reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each Person who controls any Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 8.1 shall not apply to amounts paid in settlement of any 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 case to the extent that any Damages arise out of or are based upon any untrue statement (or alleged untrue statement) or omission (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 a Holder or underwriter, 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 shall indemnify each Holder, each of its officers, directors, partners, agents, legal counsel for the Holders, and each Person controlling Controlling that Holder within the meaning of the Securities Act, with respect to which Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person who controls 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 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 incident to any Registration, qualification, or 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, 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 Registration, qualification, or compliance; and the Company shall reimburse as incurred each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each Person who controls Controls any Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 8.1 shall not apply to amounts paid in settlement of any 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 case to the extent that any Damages arise out of or are based upon any untrue statement (or alleged untrue statement) or omission (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 a Holder or underwriter, 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 shall will indemnify each Holder, each of its officers, directors, and constituent partners, agents, legal counsel for the Holders, and each Person person controlling that such Holder (within the meaning of the Securities Act), with respect to which Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person 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 the Damages such 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 Registration Statement, Prospectus 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 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 or the Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, 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 shall will reimburse each such Holder, each such underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each Person person who controls any such Holder 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 claim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 8.1 10.1 shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such 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) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a Holder or such Holder, underwriter, if any, 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 shall will indemnify each Holder, each of its officers, directors, directors and constituent partners, agents, legal counsel and accountants for the Holders, and each Person person controlling that Holder within the meaning of the Securities Actsuch Holder, with respect to which Registration, qualification, qualification or compliance of the 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 of its officers, directors, partners, agents and each Person person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, "DAMAGES"thereof) to the extent the Damages such 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 Registration Statementregistration statement, Prospectus preliminary or other document incident to final prospectus, offering circular or any Registration, qualificationamendment or supplement thereto, or compliance, or are based on 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 of the Securities Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or alleged violation) of any state securities law, or any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, the 1934 Act or other applicable laws in the jurisdiction other than the United States in which the Registration occurredany state securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, qualification or compliance; and the Company shall will reimburse each such Holder, each underwriterof its officers, directors and constituent partners, legal counsel and accountants, each of their respective officers, directors, partners, agents, legal counselssuch underwriter, and each Person person who controls any such Holder or underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability, liability or action; provided, however, that the indemnity contained in this Section 8.1 11.1 shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such 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) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a Holder such Holder, its officers, directors, constituent partners, legal counsel, accountants, underwriter or underwriter, if any, 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 The Company shall will indemnify each Holder, each of its officers, directors, directors and partners, agents, legal counsel for the Holders, and each Person person controlling that 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, qualification, qualification or compliance of the Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, constituent partners, agents and each Person person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, "DAMAGES"thereof) to the extent the Damages such 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 any related Registration Statement, Prospectus or other document Statement incident to any such Registration, qualification, qualification or 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, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, 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 shall will reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, such underwriter and each Person person who controls any such Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity contained in this Section 8.1 1.8.1 shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such 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) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a Holder such Holder, underwriter or underwriter, if any, and stated to be specifically controlling person 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 The Company shall indemnify and hold harmless each Holder, each of its officers, directors, partners, agents, legal counsel for the Holders, and accountants and each Person (i) person controlling that 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, qualification, qualification or compliance of the Registrable Securities has been effected pursuant to this 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 Agreement against all claims, losses, damages, liabilities, expenses or liabilities (or actions in respect thereof (collectively, "DAMAGES"thereof) to the extent the Damages such 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 Registration Statement, Prospectus prospectus or other document prepared by the Company (including any related Registration Statement notification or the like) incident to any such Registration, qualification, 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 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 (of the Securities Act or alleged violation) of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, qualification or compliance; and the Company shall will reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, indemnified party and each Person who controls any Holder or underwriterControlling Person, for any legal and any other expenses reasonably incurred in connection with investigating investigating, defending or defending settling any such claim, loss, damage, liability, liability or action; provided, however, that the indemnity contained in this Section 8.1 7(a) shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such 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) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a such Holder, Controlling Person of such Holder or underwriter, if any, 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 The Company shall indemnify and hold harmless each Holder, each of its officersagents, directors, partners, agentsinvestment advisers, legal counsel for the Holders, and accountants and each Person (i) person controlling that 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, qualification, qualification or compliance of the Registrable Securities has been effected pursuant to this 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 Agreement against all claims, losses, damages, liabilitiesexpenses or liabilities (or actions, proceedings or actions settlements in respect thereof (collectively, "DAMAGES"thereof) to the extent the Damages such 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 Registration Statement, Prospectus prospectus or other document prepared by the Company (including any related Registration Statement or the like) incident to any such Registration, qualification, 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 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 (of the Securities Act or alleged violation) of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, qualification or compliance; and the Company shall will reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, indemnified party and each Person who controls any Holder or underwriterControlling Person, for any legal and any other expenses reasonably incurred in connection with investigating investigating, defending or defending settling any such claim, loss, damage, liability, liability or action; provided, however, that the indemnity contained in this Section 8.1 7(a) shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such 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) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a Holder such Holder, or underwriter, if anyControlling 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 shall will indemnify each Holder, each of its officers, directors, directors and constituent partners, agents, legal counsel for the Holders, and each Person person controlling that Holder within the meaning of the Securities Actsuch Holder, with respect to which Registration, qualification, qualification or compliance of the Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, "DAMAGES"thereof) to the extent the Damages such 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 Registration Statement, Prospectus prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification, 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 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 of the Securities Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or alleged violation) of any state securities law, or any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, the 1934 Act or other applicable laws in the jurisdiction other than the United States in which the Registration occurredany state securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, qualification or compliance; and the Company shall will reimburse each such Holder, each underwriterof its officers, directors and constituent partners, and legal counsel, each of their respective officers, directors, partners, agents, legal counselssuch underwriter, and each Person person who controls any such Holder or underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability, liability or action; provided, however, that the indemnity contained in this Section 8.1 2.9(a) shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such 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) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a Holder such Holder, its officers, directors, constituent partners, or legal counsel, underwriter, if any, 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 The Company shall will indemnify each Holder, each of its officers, directors, directors and partners, agents, legal counsel for the Holders, and each Person person controlling that 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, qualification, qualification or compliance of the Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, constituent partners, agents and each Person person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, "DAMAGES"thereof) to the extent the Damages such 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 any related Registration Statement, Prospectus or other document Statement incident to any such Registration, qualification, qualification or 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, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, 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 shall will reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, such underwriter and each Person person who controls any such Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity contained in this Section 8.1 1.8.1 shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such 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) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a Holder such Holder, underwriter or underwriter, if any, and stated to be specifically controlling person 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 shall indemnify each Holder, each of its officers, directors, partners, agents, legal counsel for the Holders, and each Person controlling that Holder within the meaning of the Securities Act, with respect to which Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this 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 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 incident to any Registration, qualification, or 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, 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 Registration, qualification, or compliance; and the Company shall reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each Person who controls any Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 8.1 7.1 shall not apply to amounts paid in settlement of any 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 case to the extent that any Damages arise out of or are based upon any untrue statement (or alleged untrue statement) or omission (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 a Holder or underwriter, 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 shall indemnify and hold harmless each Holder, each of its officers, directors, partners, agents, legal counsel for the Holders, and accountants and each Person (i) person controlling that 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, qualification, qualification or compliance of the Registrable Securities has been effected pursuant to this 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 Agreement against all claims, losses, damages, liabilities, expenses or liabilities (or actions in respect thereof (collectively, "DAMAGES"thereof) to the extent the Damages such 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 Registration Statement, Prospectus prospectus or other document (including any related Registration Statement notification or the like) incident to any such Registration, qualification, 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 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 (of the Securities Act or alleged violation) of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, Act applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification, qualification or compliance; and the Company shall will reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, indemnified party and each Person who controls any Holder or underwriterControlling Person, for any legal and any other expenses reasonably incurred in connection with investigating investigating, defending or defending settling any such claim, loss, damage, liability, liability or action; provided, however, that the indemnity contained in this Section 8.1 6.1 shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such 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) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a such Underwriter, Holder or underwriter, if any, 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 shall will indemnify each Holder, each of its officers, directors, and constituent partners, agents, legal counsel for the Holders, and each Person person controlling that such Holder within with the meaning of the Securities Act, with respect to which Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person person who controls any underwriter within the meaning of the Securities Act underwriter, against all claims, losses, damages, liabilities, or liabilities (joint or several) (or actions in respect thereof (collectively, "DAMAGES"thereof) to the extent the Damages such 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 Registration Statement, Prospectus 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 in order to make the statements made therein (not misleading, 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) it officers, directors, or agent of any rule or regulation promulgated under the Securities Act, Act or the Exchange Act, applicable Blue Sky laws, Act or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, 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 shall will reimburse each such Holder, each such underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each Person person who controls any such Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 8.1 11.1 shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such claim, loss, damage, liability, or expense arises directly out of or are is based upon any untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a Holder or such Holder, underwriter, if any, or controlling person and stated to be specifically 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 The Company shall will indemnify each Holder, each of its officers, directors, directors and partners, agents, legal counsel for the Holders, and each Person person controlling that 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, qualification, qualification or compliance of the Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, constituent partners, agents and each Person person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, "DAMAGES"thereof) to the extent the Damages such 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 any related Registration Statement, Prospectus or other document Statement incident to any such Registration, qualification, qualification or 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, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, 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 shall will reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, such underwriter and each Person person who controls any such Holder or underwriter, for any legal and any say other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity contained in this Section 8.1 1.8.1 shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such 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) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a Holder such Holder, underwriter or underwriter, if any, and stated to be specifically controlling person 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 shall will indemnify each Holder, each of its officers, directors, directors and constituent partners, agents, legal counsel for the Holders, and each Person person controlling that Holder within the meaning of the Securities Actsuch Holder, with respect to which Registrationregistration, qualification, qualification or compliance of the Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, "DAMAGES"thereof) to the extent the Damages such 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 Registration Statement, Prospectus prospectus or other document (including any related Registration Statement) incident to any Registrationsuch registration, qualification, 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 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 of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or alleged violation) of any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, applicable Blue Sky laws, Act or other applicable laws in the jurisdiction other than the United States in which the Registration occurredany state securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any Registrationsuch registration, qualification, qualification or compliance; and the Company shall will reimburse each such Holder, each underwriterof its officers, directors and constituent partners, and legal counsel, each of their respective officers, directors, partners, agents, legal counselssuch underwriter, and each Person person who controls any such Holder or underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability, liability or action; provided, however, that the indemnity contained in this Section 8.1 11.1 shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such 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) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a Holder such Holder, its officers, directors, constituent partners, or underwriter, if any, and stated to be specifically 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 shall indemnify each Holder, each of its officers, directors, partners, agents, legal counsel for the Holders, and each Person controlling that Holder within the meaning of the Securities Act, with respect to which Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this 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"“Damages”) to the extent 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 incident to any Registration, qualification, or 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, 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 Registration, qualification, or compliance; and the Company shall reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each Person who controls any Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 8.1 7.1 shall not apply to amounts paid in settlement of any 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 case to the extent that any Damages arise out of or are based upon any untrue statement (or alleged untrue statement) or omission (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 a Holder or underwriter, 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 maximum extent permitted by lawapplicable Law, the Company shall indemnify each Holder, each of its officers, directors, and constituent partners, agents, legal counsel for the Holders, and each Person controlling that Holder within the meaning of the Securities ActHolder, with respect to which Registration, qualification, or compliance of the Registrable Securities has been effected pursuant to this 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, expenses, or actions in respect thereof to which they may become subject (collectively, "DAMAGES"“Damages”) to the extent 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 preliminary or final prospectus or other document (including any Registration Statement), or amendment and supplement thereto incident to any 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 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 or alleged violation by the Company (or alleged violation) of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky lawsLaws, or other applicable laws Laws in the jurisdiction other than the United States in which the Registration 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 shall reimburse each such Holder, each underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each Person who controls any officers, directors, Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or actionaction (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 8.1 shall not apply to amounts paid in settlement of any 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 case to the extent that any Damages arise out of or are based upon any untrue statement (or alleged untrue statement) or omission (or alleged untrue statement or omission) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by a Holder or Holder, underwriter, if any, or controlling Person and stated in writing to be specifically 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 shall will indemnify each Holder, each of its officers, directors, partners, agents, legal counsel for the Holders, directors and constituent partners and each Person person controlling that Holder within the meaning of the Securities Actsuch Holder, with respect to which Registration, qualification, qualification or compliance of the Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, partners, agents and each Person person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, liabilities, damages or liabilities (or actions in respect thereof (collectively, "DAMAGES"thereof) to the extent the Damages such 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 Registration Statement, Prospectus prospectus or supplement thereto or other document (including any related Registration Statement or any amendment thereto) incident to any such Registration, qualification, 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 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, Exchange Act, applicable Blue Sky laws, any state securities law or other applicable laws in the jurisdiction other than the United States in which the Registration occurredany 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, qualification or compliance; and the Company shall reimburse will pay to each such Holder, each underwriterdirector, officer, partner, person, each of their respective officers, directors, partners, agents, legal counsels, such underwriter and each Person person who controls any such Holder or underwriter, as incurred, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, liability or action; provided, however, that the indemnity contained in this Section 8.1 5.7.1 shall not apply to amounts paid in settlement of any Damages such 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 Damages arise such 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) is made in that Registration Statement, prospectus, or other document in reliance based upon and in conformity with written information furnished to the Company by such Holder, provided, that, if the Holder is a Holder or corporate holder, such information shall have been provided by an officer of such Holder, underwriter, if any, or controlling person and stated to be specifically for use in connection with the offering of securities of the Company.