Common use of Covenants of the Holder Clause in Contracts

Covenants of the Holder. Each of the Holders hereby agrees (i) to cooperate with the Company and to furnish to the Company the information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company in connection with the preparation of a Registration Statement or Prospectus with respect to such Holder’s Registrable Securities and any filings with any state securities commissions as the Company may reasonably request (and to promptly notify the Company of any material changes in such information set forth in a Registration Statement prior to and during the effectiveness of such Registration Statement), (ii) that it will not make any offer relating to the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, and (iii) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entity, if any, subject to liability because of his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (A) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with information regarding such Holder or its plan of distribution or its ownership interests, which was furnished to the Company in writing by such Holder for use therein, or (B) an untrue statement or alleged untrue statement contained in any offer made by such Holder relating to the Registrable Securities that constitutes a “free writing prospectus” as defined in Rule 405 of the Securities Act.

Covenants of the Holder. Each of the Holders hereby agrees (i) to cooperate with the Company and to furnish to the Company the information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company in connection with the preparation of a Registration Statement or Prospectus with respect to such Holder’s Registrable Securities and any filings with any state securities commissions as the Company may reasonably request (and to promptly notify the Company of any material changes in such information set forth in a Registration Statement prior to and during the effectiveness of such Registration Statement), (ii) if the Company complies with its obligations to timely file a final Prospectus pursuant to Section 3.6 of this Agreement relating to a sale of Registrable Securities of such Holder, to deliver or cause delivery of such final Prospectus to any purchaser of such Registrable Securities from such Holder if the Holder is required by the Securities Act or the rules and regulations thereunder to deliver the Prospectus in connection with the sale of such Registrable Securities to such purchaser; provided, however, that no delivery of the Prospectus shall be required of any Holder pursuant to this subsection (ii) if such Prospectus is deemed delivered pursuant to Rule 172 under the Securities Act, (iii) that it will not make any offer relating to the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, and (iiiiv) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entity, if any, subject to liability because of his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (A) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company in writing by such Holder for use therein, (B) if the Company complies with its obligations to timely file a final Prospectus pursuant to Section 3.6 of this Agreement relating to a sale of Registrable Securities of such Holder, the failure by such Holder to deliver or cause delivery of such final Prospectus to any purchaser of such Registrable Securities from such Holder if the Holder is required by the Securities Act or the rules and regulations thereunder to deliver the Prospectus in connection with the sale of such Registrable Securities to such purchaser; provided that, for purposes of this subsection (B), such failure shall not include in any event any deemed delivery of such Prospectus pursuant to Rule 172 under the Securities Act or (BC) an untrue statement or alleged untrue statement contained in any offer made by such Holder relating to the Registrable Securities that constitutes a “free writing prospectus” as defined in Rule 405 of the Securities Act.

Covenants of the Holder. Each of the Holders Holder hereby agrees (ia) to cooperate with the Company and to furnish to the Company the all such information concerning such Holder, its his plan of distribution and its ownership interests in securities of the Company with respect to his Registrable Shares in connection with the preparation of a the Registration Statement or Prospectus with respect to such Holder’s Registrable Securities and any filings with any state securities commissions as the Company may reasonably request request, (and b) to promptly notify deliver or cause delivery of the Company of any material changes Prospectus contained in such information set forth in a the Registration Statement prior to and during any purchaser of the effectiveness of such shares covered by the Registration Statement), (ii) that it will not make any offer relating to Statement from the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, Holder and (iiic) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliatesaffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entityperson, if any, subject to liability because of his, her or its his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (Ai) any untrue statement or alleged untrue statement of material fact contained in either such a Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder or its Holder, his plan of distribution or its ownership interests, which was furnished to the Company in writing by such Holder expressly for use thereintherein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (Bii) an untrue statement or alleged untrue statement contained in any offer made the failure by such Holder relating to deliver or cause to be delivered the Registrable Securities that constitutes a “free writing prospectus” Prospectus contained in the Registration Statement (as defined in Rule 405 amended or supplemented, if applicable) furnished by the Company to such Holder to any purchaser of the Securities Actshares covered by the Registration Statement from such Holder through no fault of the Company.

Covenants of the Holder. Each of the Holders (severally and not jointly) hereby agrees (ia) to cooperate with the Company and to furnish to the Company the all such information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company with respect to its Registrable Shares in connection with the preparation of a Resale Registration Statement or Prospectus with respect to such Holder’s Registrable Securities Shares and any filings with any state securities commissions as the Company may reasonably request request, (and b) to promptly notify deliver to the Company selling broker or to otherwise cause delivery of any material changes the Prospectus contained in such information set forth in a Resale Registration Statement prior to and during any purchaser of the effectiveness of shares covered by such Resale Registration Statement), (ii) that it will not make any offer relating to the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, Statement from such Holder and (iiic) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each personPerson, if any, who controls the Company within the meaning of the Securities Act, and each other person or entityPerson, if any, subject to liability because of his, her or its his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (Ai) any untrue statement or alleged untrue statement of material fact contained in either such Resale Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder or Holder, its plan of distribution or its ownership interests, which was furnished to the Company in writing by such Holder for use thereintherein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (Bii) an untrue statement or alleged untrue statement contained in any offer made the failure by such Holder relating to deliver to the Registrable Securities that constitutes a “free writing prospectus” selling broker or to otherwise cause to be delivered the Prospectus contained in such Resale Registration Statement (as defined in Rule 405 amended or supplemented, if applicable) furnished by the Company to such Holder to any purchaser of the Securities Actshares covered by such Resale Registration Statement from such Holder through no fault of the Company.

Covenants of the Holder. Each of the Holders Holder hereby severally agrees (ia) to cooperate with the Company and to furnish to the Company the all such information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company with respect to its Registrable Shares in connection with the preparation of a the Registration Statement or Prospectus with respect to such Holder’s Registrable Securities and any filings with any state securities commissions as the Company may reasonably request request, (and b) to promptly notify deliver or cause delivery of the Company of any material changes Prospectus contained in such information set forth in a the Registration Statement prior to and during any purchaser of the effectiveness of such shares covered by the Registration Statement), (ii) that it will not make any offer relating to Statement from the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities ActHolder, and (iiic) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliatesaffiliates, and each personPerson, if any, who controls the Company within the meaning of the Securities Act, and each other person or entityPerson, if any, subject to liability because of his, her or its his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (Ai) any untrue statement or alleged untrue statement of material fact contained in either such a Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and solely to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder or Holder, its plan of distribution or its ownership interests, which was furnished to the Company in writing by such Holder or the Holder's representatives expressly for use therein, therein or (Bii) an untrue statement or alleged untrue statement contained in any offer made the failure by such Holder relating to deliver or cause to be delivered the Prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder to any purchaser of the Registrable Shares covered by the Registration Statement from such Holder through no fault of the Company. The obligation of a Holder to provide indemnification under this Section 6 shall be limited to the proceeds (net of underwriting commissions and discounts) received by such Holder from the sale of Registrable Securities that constitutes a “free writing prospectus” as defined in Rule 405 of Shares under the Securities ActRegistration Statement which gives rise to such obligation.

Covenants of the Holder. Each of the Holders The Holder hereby agrees (ia) to cooperate with the Company and to furnish to the Company the all such information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company in connection with the preparation of a the Registration Statement or Prospectus with respect to such Holder’s Registrable Securities and any filings with any state securities commissions as the Company may reasonably request request, (and b) to promptly deliver or cause delivery of the prospectus contained in the Registration Statement to any purchaser of the shares covered by the Registration Statement from the Holder, (c) to notify the Company of any material changes in sale of Registrable Shares by such information set forth in a Registration Statement prior to and during the effectiveness of such Registration Statement), (ii) that it will not make any offer relating to the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, Holder and (iiid) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliatesaffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entityperson, if any, subject to liability because of his, her or its his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (Ai) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with information regarding such the Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder, in writing by such Holder writing, for use therein, or (Bii) an untrue statement the failure by the Holder to deliver or alleged untrue statement cause to be delivered the prospectus contained in any offer made the Registration Statement (as amended or supplemented, if applicable) furnished by such Holder relating the Company to the Registrable Securities that constitutes a “free writing prospectus” as defined in Rule 405 Holder to any purchaser of the Securities Actshares covered by the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of the Holder. Each of the Holders (severally and not jointly) hereby agrees (ia) to cooperate with the Company and to furnish to the Company the all such information concerning such Holder, its plan of distribution and its ownership interests in securities of with respect to its Registrable Shares and such other information as the Company may reasonably request in connection with the preparation of a the Registration Statement or Prospectus with respect to such Holder’s Registrable Securities and any filings with any state securities commissions as the Company may reasonably request request, (and b) to promptly notify deliver to the Company selling broker or to otherwise cause delivery of any material changes the Prospectus contained in such information Registration Statement to any purchaser of the shares covered by the Registration Statement from such Holder, (c) to sell such Holder's Registrable Shares only in the manner set forth in a the Registration Statement, (d) to comply with the anti-manipulation rules under the Exchange Act in connection with purchases and sales of securities of the Company during the time the Registration Statement prior remains effective, (e) to and suspend sales during the effectiveness of such Registration Statement)periods when sales are to be suspended pursuant to Section 10, (iif) that it will not make any offer relating to furnish to the Company in writing such information requested by the Company with respect to themselves and the proposed distribution by them as shall be necessary in order to assure compliance with federal and applicable state securities laws, (g) to comply with any stop transfer orders placed with the transfer agent with respect to the certificates representing the Registrable Securities Shares, provided that would constitute a “free writing prospectus” as defined in Rule 405 under such stop transfer orders are consistent with the Securities Actother provisions of this Agreement, and (iiih) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each personPerson, if any, who controls the Company within the meaning of the Securities Act, and each other person or entityPerson, if any, subject to liability because of his, her or its his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (Ai) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder or Holder, its plan of distribution or its ownership interests, which was furnished to the Company in writing by such Holder for use thereintherein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be), or (Bii) an untrue statement or alleged untrue statement contained in any offer made the failure by such Holder relating to deliver to the Registrable Securities that constitutes a “free writing prospectus” selling broker or to otherwise cause to be delivered the Prospectus contained in such Registration Statement (as defined in Rule 405 amended or supplemented, if applicable) furnished by the Company to such Holder to any purchaser of the Securities Actshares covered by such Registration Statement from such Holder through no fault of the Company.

Covenants of the Holder. Each of the Holders (severally and not jointly) hereby agrees (ia) to cooperate with the Company and to furnish to the Company the all such information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company with respect to its Registrable Shares in connection with the preparation of a Resale Registration Statement or Prospectus with respect to such Holder’s 's Registrable Securities Shares and any filings with any state securities commissions as the Company may reasonably request request, (and b) to promptly notify deliver to the Company selling broker or to otherwise cause delivery of any material changes the Prospectus contained in such information set forth in a Resale Registration Statement prior to and during any purchaser of the effectiveness of shares covered by such Resale Registration Statement), (ii) that it will not make any offer relating to the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, Statement from such Holder and (iiic) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliatesaffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entityperson, if any, subject to liability because of his, her or its his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (Ai) any untrue statement or alleged untrue statement of material fact contained in either such Resale Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder or Holder, its plan of distribution or its ownership interests, which was furnished to the Company in writing by such Holder for use thereintherein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (Bii) an untrue statement or alleged untrue statement contained in any offer made the failure by such Holder relating to deliver to the Registrable Securities that constitutes a “free writing prospectus” selling broker or to otherwise cause to be delivered the Prospectus contained in such Resale Registration Statement (as defined in Rule 405 amended or supplemented, if applicable) furnished by the Company to such Holder to any purchaser of the Securities Actshares covered by such Resale Registration Statement from such Holder through no fault of the Company.

Covenants of the Holder. Each of the Holders (severally and not ----------------------- jointly) hereby agrees (ia) to cooperate with the Company and to furnish to the Company the all such information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company with respect to its Registrable Shares in connection with the preparation of a Resale Registration Statement or Prospectus with respect to such Holder’s 's Registrable Securities Shares and any filings with any state securities commissions as the Company may reasonably request request, (and b) to promptly notify deliver to the Company selling broker or to otherwise cause delivery of any material changes the Prospectus contained in such information set forth in a Resale Registration Statement prior to and during any purchaser of the effectiveness of shares covered by such Resale Registration Statement), (ii) that it will not make any offer relating to the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, Statement from such Holder and (iiic) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each personPerson, if any, who controls the Company within the meaning of the Securities Act, and each other person or entityPerson, if any, subject to liability because of his, her or its his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (Ai) any untrue statement or alleged untrue statement of material fact contained in either such Resale Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder or Holder, its plan of distribution or its ownership interests, which was furnished to the Company in writing by such Holder for use thereintherein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (Bii) an untrue statement or alleged untrue statement contained in any offer made the failure by such Holder relating to deliver to the Registrable Securities that constitutes a “free writing prospectus” selling broker or to otherwise cause to be delivered the Prospectus contained in such Resale Registration Statement (as defined in Rule 405 amended or supplemented, if applicable) furnished by the Company to such Holder to any purchaser of the Securities Actshares covered by such Resale Registration Statement from such Holder through no fault of the Company.

Covenants of the Holder. Each of the Holders The Holder hereby agrees (ia) to cooperate ----------------------- with the Company and to furnish to the Company the all such information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company with respect to its Registrable Shares in connection with the preparation of a Registration Statement or Prospectus with respect to such the Holder’s 's Registrable Securities Shares and any filings with any state securities commissions as the Company may reasonably request request, (and b) to promptly notify deliver to the Company selling broker or to otherwise cause delivery of any material changes the Prospectus contained in such information set forth in a Registration Statement prior (other than an Issuance Registration Statement) to and during any purchaser of the effectiveness of shares covered by such Registration Statement), (ii) that it will not make any offer relating to Statement from the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, Holder and (iiic) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliatesaffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entityperson, if any, subject to liability because of his, her or its his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (Ai) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder or the Holder, its plan of distribution or its ownership interests, which was furnished to the Company in writing by such the Holder for use thereintherein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (Bii) an untrue statement the failure by the Holder to deliver to the selling broker or alleged untrue statement to otherwise cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any offer made purchaser of the shares covered by such Registration Statement from the Holder relating to the Registrable Securities that constitutes a “free writing prospectus” as defined in Rule 405 through no fault of the Securities ActCompany.

Covenants of the Holder. Each of the Holders The Holder hereby agrees (ia) to cooperate with the THE Company and to furnish to the Company the all such information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company in connection with the preparation of a the Registration Statement or Prospectus with respect to such Holder’s Registrable Securities and any filings with any state securities commissions as the Company may reasonably request request, (and b) to promptly deliver or cause delivery of the prospectus contained in the Registration Statement to any purchaser of the shares covered by the Registration Statement from the Holder to the extent required by applicable law, (e) to notify the Company of any material changes in such information set forth in a Registration Statement prior to and during sale of Registrable Shares by the effectiveness of such Registration Statement), (ii) that it will not make any offer relating to the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, Holder and (iiid) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliatesaffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entityperson, if any, subject to liability because of his, her or its his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (Ai) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with information regarding such the Holder or its plan of distribution or its ownership interests, which was furnished to the Company in writing by such the Holder for use therein, or (Bii) an untrue statement the failure by the Holder to deliver or alleged untrue statement cause to be delivered the prospectus contained in any offer made the Registration Statement (as amended or supplemented, if applicable) furnished by such Holder relating the Company to the Registrable Securities that constitutes a “free writing prospectus” as defined in Rule 405 Holder to any purchaser of the Securities Actshares covered by the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will the Holder have any obligation under this Section 7 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (ii) the total amount for which the Holder shall be liable under this Section 7 shall not in any event exceed the aggregate proceeds received by it from the sale of the Holder's Registrable Shares in such registration The obligations of the Holder under this Section 7 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.