Common use of Company's Indemnification of Purchasers Clause in Contracts

Company's Indemnification of Purchasers. The Company shall indemnify each Selling Stockholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling Stockholder, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling Stockholder, each of its officers, directors and constituent partners and each person who controls any such Selling Stockholder, for any reasonable, documented legal and other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDED, HOWEVER, that the indemnity contained in this Section 2.7.1 shall not apply to amounts paid in settlement of any 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 such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling Stockholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall indemnify each the Selling StockholderUnitholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderUnitholder, 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 or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse such Selling Unitholder, each such Selling Stockholderunderwriter, each of its their officers, directors and constituent partners and each person who controls any such Selling StockholderUnitholder or underwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDED, HOWEVERprovided however, that the indemnity contained in this Section 2.7.1 1.6.1 shall not apply to amounts paid in settlement of any 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, FURTHERprovided however, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderUnitholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall indemnify each Selling StockholderShareholder, each of its officers, directors and constituent partners, trustees, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, and each underwriter thereof, if any, and each of its officers, directors, constituent partners, trustees, and each person who controls such underwriter, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each such underwriter, each of its their officers, directors and constituent partners partners, trustees, and each person who controls any such Selling StockholderShareholder or underwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDED, HOWEVERprovided however, that the indemnity contained in this Section 2.7.1 shall not apply to amounts paid in settlement of any 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, FURTHERprovided however, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall indemnify each Selling Stockholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling Stockholder, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling Stockholder, each of its officers, directors and constituent partners and each person who controls any such Selling Stockholder, for any reasonable, documented legal and other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDEDprovided, HOWEVERhowever, that the indemnity contained in this Section 2.7.1 shall not apply to amounts paid in settlement of any 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 PROVIDEDprovided, FURTHERfurther, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling Stockholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall --------------------------------------- indemnify each Selling StockholderShareholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, 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 or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each such underwriter, each of its their officers, directors and constituent partners and each person who controls any such Selling StockholderShareholder or underwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDEDprovided, HOWEVERhowever, that the indemnity contained in -------- ------- this Section 2.7.1 shall not apply to amounts paid in settlement of any 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 PROVIDEDprovided, FURTHERhowever, that the Company will not be liable in any such case to the -------- ------- extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall indemnify each the Selling StockholderShareholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, 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 or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse such Selling Shareholder, each such Selling Stockholderunderwriter, each of its their officers, directors and constituent partners and each person who controls any such Selling StockholderShareholder or underwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDED, HOWEVERprovided however, that the indemnity contained in this Section 2.7.1 1.6.1 shall not apply to amounts paid in settlement of any 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, FURTHERprovided however, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall indemnify each Selling StockholderShareholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, 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 or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each such underwriter, each of its their officers, directors and constituent partners and each person who controls any such Selling StockholderShareholder or underwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDED, HOWEVERprovided however, that the indemnity contained in this Section 2.7.1 2.5(a) shall not apply to amounts paid in settlement of any 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, FURTHERprovided however, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling - person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall --------------------------------------- indemnify each Selling StockholderShareholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, 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 or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each such underwriter, each of its their officers, directors and constituent partners and each person who controls any such Selling StockholderShareholder or underwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDED, HOWEVER, provided however that the indemnity contained in this Section 2.7.1 shall not ---------------- apply to amounts paid in settlement of any 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, FURTHERprovided however, that the ---------------- Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling person -person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall --------------------------------------- indemnify each Selling StockholderShareholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, 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 or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each such underwriter, each of its their officers, directors and constituent partners and each person who controls any such Selling StockholderShareholder or underwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDEDprovided, HOWEVERhowever, that the indemnity contained in this Section 2.7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which such consent shall not unreasonably be withheld); and PROVIDEDprovided, FURTHERhowever, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall indemnify each Selling Stockholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling Stockholder, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling Stockholder, each of its officers, directors and constituent partners and each person who controls any such Selling Stockholder, for any reasonable, documented legal and other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDEDprovided, HOWEVERhowever, that the indemnity contained in this Section 2.7.1 shall not apply ------- to amounts paid in settlement of any 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 PROVIDEDprovided, FURTHERfurther, that the Company will not be liable -------- ------- in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling Stockholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall --------------------------------------- indemnify each Selling StockholderShareholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, 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 or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each such underwriter, each of its their officers, directors and constituent partners and each person who controls any such Selling StockholderShareholder or underwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDED, HOWEVERprovided however, that the indemnity contained in ---------------- this Section 2.7.1 shall not apply to amounts paid in settlement of any 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, FURTHERprovided however, that the Company will not be liable in any such case to the ---------------- extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling - person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall indemnify each Selling StockholderShareholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each of its officers, directors and constituent partners and each person who controls any such Selling StockholderShareholder, for any reasonable, documented legal and other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDEDprovided, HOWEVERhowever, that the indemnity contained in this Section 2.7.1 shall not apply to amounts paid in settlement of any 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 PROVIDEDprovided, FURTHERfurther, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, placement agent, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall indemnify each Selling StockholderPurchaser, each of its officers, directors and constituent partners, and each person controlling (within the meaning such Purchaser, and each underwriter thereof, if any, and each of the Securities Act) its officers, directors, constituent partners, and each person who controls such Selling Stockholderunderwriter, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderPurchaser, each such underwriter, each of its their officers, directors and constituent partners and each person who controls any such Selling StockholderPurchaser or underwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDED, HOWEVERprovided however, that the indemnity contained in this Section 2.7.1 2.5(a) shall not apply to amounts paid in settlement of any 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, FURTHERprovided however, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderPurchaser, underwriter, controlling - person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company --------------------------------------- shall indemnify each Selling StockholderShareholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, 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 or liabilities (or actions in respect thereof) suffered or incurred by any of them, them to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each such underwriter, each of its their officers, directors and constituent partners and each person who controls any such Selling StockholderShareholder or underwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDED, HOWEVERprovided however, that the indemnity contained in this Section 2.7.1 shall not apply to amounts paid in settlement of any 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 PROVIDEDprovided, FURTHERhowever, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall indemnify each Selling StockholderShareholder, and each underwriter thereof, if any, and each of its officers, directors and directors, constituent partners, and each person controlling (within the meaning of the Securities Act) who controls such Selling Stockholderunderwriter, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each such underwriter, each of its their officers, directors and constituent partners and each person who controls any such Selling Stockholderunderwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDED, HOWEVERprovided however, that the indemnity contained in this Section 2.7.1 1.7.1 shall not apply to amounts paid in settlement of any 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, FURTHERprovided however, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall indemnify each Selling Stockholderselling Shareholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each of its officers, directors and constituent partners and each person who controls any such Selling StockholderShareholder, for any reasonable, documented legal and other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDEDprovided, HOWEVERhowever, that the indemnity contained in this Section 2.7.1 shall not apply to amounts paid in settlement of any 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 PROVIDEDprovided, FURTHERfurther, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with wit the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company shall indemnify each Selling StockholderShareholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each of its officers, directors and constituent partners and each person who controls any such Selling StockholderShareholder, for any reasonable, documented legal and other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDEDprovided, HOWEVERhowever, that the indemnity contained in this Section 2.7.1 shall not apply to amounts paid in settlement of any 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 PROVIDEDprovided, FURTHERfurther, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

Company's Indemnification of Purchasers. The Company --------------------------------------- shall indemnify each Selling StockholderShareholder, each of its officers, directors and constituent partners, and each person controlling (within the meaning of the Securities Act) such Selling StockholderShareholder, 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 or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent 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 incident to any such Registration, 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 actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse each such Selling StockholderShareholder, each such underwriter, each of its their officers, directors and constituent partners and each person who controls any such Selling StockholderShareholder or underwriter, for any reasonable, documented legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; PROVIDEDprovided, HOWEVERhowever, that the indemnity contained in -------- ------- this Section 2.7.1 shall not apply to amounts paid in settlement of any 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 PROVIDEDprovided, FURTHERhowever, that the Company will not be liable in any such case to the -------- ------- extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue (or alleged untrue) statement or omission based upon written information furnished to the Company by such Selling StockholderShareholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.