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

Holder's Indemnification of Company. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and each other Holder, its officers, directors, constituent partners and each person controlling such other Holders, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Company, each other Holder, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVER, that each Holder's liability under this Section 1.8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which a such Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectusStatement, 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; , and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionDamage, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of securities such Holder’s Registrable Securities, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the Company; PROVIDEDconsent of such Holder (which consent shall not be unreasonably withheld) and provided, HOWEVERfurther, that each Holder's ’s liability under this Section 1.8.2 12.2 shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, will indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities Shares covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) suffered or incurred by any of them and arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Purchaser of any rule or regulation promulgated under the Securities Act applicable to such Purchaser and relating to action or inaction required of such Holder in connection with the Registration of Securities pursuant to such Registration Statement; and will reimburse the Company, each such other HolderHolders, such directors, officers, partners, persons, underwriters or control and controlling persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities Securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each Holder's liability under this Section 1.8.2 2.7.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities Shares made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers that has signed the Registration Statement, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document incident to such Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the CompanyCompany to which such claim, loss, damage, liability or expense relates; PROVIDEDprovided, HOWEVERhowever, that the indemnity contained in this Section 3.6.2 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 such Holder (which consent shall not unreasonably be withheld); and provided, further, that each Holder's ’s liability under this Section 1.8.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if the Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person Person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, its the respective officers, directors, constituent partners members, employees, representatives and each person agents of the Company or controlling such other HoldersPerson (each, a “Holder Indemnified Person”), against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, Prospectus, or related prospectusother 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; , and will shall reimburse the Company, each other Holder, such directors, officers, partners, persons, underwriters or control persons Holder Indemnified Person for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, Prospectus, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and expressly stated to be specifically for use in connection with such Registration Statement, prospectus or other document, provided, however, that the offering indemnity contained in this Section 7.2 shall not apply to amounts paid in settlement of securities any Damages if settlement is effected without the consent of the Company; PROVIDEDthat Holder (which consent shall not be unreasonably withheld) and provided, HOWEVERfurther, that each Holder's ’s liability under this Section 1.8.2 7.2 shall not exceed such the Holder's ’s proceeds from the offering net of Registrable Securities made in connection with such RegistrationSelling Expenses.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers who has signed the registration statement, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directorsdirectors and constituent partners, constituent partners members, managers and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company Company, and duly executed, by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that the indemnity contained in this Section 3.6.2 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 such Holder (which consent shall not unreasonably be withheld); and provided further, that each Holder's ’s liability under this Section 1.8.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each In the event any Registrable Securities are included in a Registration Statement under this Agreement, to the extent permitted by law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a the Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 Holder 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 such Holder and will relating to action or inaction required of such Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, each such other HolderHolders, such directors, officers, partners, persons, law firms and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) or violation is made in such that Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each the indemnity contained in this Section 13.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that such Holder's liability under this Section 1.8.2 13.2 shall not exceed such the Holder's proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such Registration, except in the case of fraud or willful misconduct by such Holder. The obligations of the Holders under this Section 13.2 shall be several, and not joint and several, among the Holders whose Registrable Securities are included in the Registration.

Holder's Indemnification of Company. Each To the extent permitted ----------------------------------- by law, each Holder willshall, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or and control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder Holder, or an officer, director, constituent partner, counsel or controlling persons of such Holder, and stated to be specifically for use in connection with the Registration and offering of securities of the Company; PROVIDED, HOWEVER, that each Holder's liability under this Section 1.8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, severally, not jointly, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, within the meaning of Section 15 of the Securities Act against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement registration statement, prospectus, offering circular, or related prospectusother document, 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 or alleged violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, any state securities laws or any rule or regulation thereunder applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending or settling any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement registration statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 13.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 13.2 shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify and hold harmless the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, seller of Registrable Securities and each of its officers, directors, and constituent partners partners, and each person controlling such other Holdersseller, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each such other Holdersellers of Registrable Securities, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company, provided, however, that the indemnity contained in this Section 9.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed); PROVIDEDand provided, HOWEVERfurther, that each Holder's ’s liability under this Section 1.8.2 9.2 shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, its officers, directors, constituent partners and legal counsel and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document issued by the Company, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and each Holder will also reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or and control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVER, that each Holder's . The liability of the Holder under this Section 1.8.2 paragraph shall not exceed be limited to the aggregate proceeds received by such Holder's proceeds Holder from the offering sale of Registrable Securities made in connection with such Registrationsold under the Registration Statement.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising to the extent that such claims, losses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (actions or alleged untrue statement) omissions made in reliance upon and in conformity with written information furnished by or on behalf of a material fact contained such selling Holder expressly for use in any connection with such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingRegistration; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically expressly for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each Holder's ’s liability under this Section 1.8.2 3.6(b) shall be several, and not joint with other Holders, and shall not exceed such Holder's ’s proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, managers and constituent partners and members and each person controlling such other HoldersHolder (collectively, "Company Indemnitees"), against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact obtained from such Holder and contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holder, such directors, officers, partners, persons, underwriters or control persons Company Indemnitees for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement registration statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder about such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each Holder's liability under this Section 1.8.2 2.6(b) shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such RegistrationRegistration net of any reasonably determined selling expenses for the account of such Holder.

Holder's Indemnification of Company. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, will indemnify the Companyand hold harmless APS, each of its directors and directors, officers, employees, agents and affiliates, each underwriter, if any, 8 person deemed to be in control of APS within the meaning of Section 15 the Securities Act or Section 20 of the Company's securities covered by Exchange Act, and each other such a Registration StatementHolder, each of its officers, directors, employees, agents, affiliates and constituent partners, and each person who controls the Company or deemed to be in control of such underwriter other Holder within the meaning of Section 15 of the Securities Act or Section 20(a) 20 of the Exchange Act, from and each other Holder, its officers, directors, constituent partners and each person controlling such other Holders, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the CompanyAPS, each other such Holder, such directors, officers, partners, persons, underwriters persons or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company APS by such Holder and stated to be specifically approved in writing by such Holder for 9 use in connection with the offering of securities of the CompanyAPS; PROVIDEDprovided, HOWEVERhowever, that each Holder's liability under the indemnity contained in this Section 1.8.2 1.7.2 shall not exceed apply with respect to a Holder to amounts paid in settlement of any claim, loss, damage, liability or action if settlement is effected without the consent of such Holder's proceeds from the offering of Registrable Securities made in connection with such RegistrationHolder (which consent shall not be unreasonably delayed or withheld).

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, severally but not jointly, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 or alleged violation by such Holder of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and will shall reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, underwriters law and accounting firms, underwriters, or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 12.2 shall not exceed such Holder's ’s proceeds from the offering of Registrable Securities securities (net of the Selling Expenses paid by such Holder) made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each Holder's ’s liability under this Section 1.8.2 1.10(b) shall not exceed such Holder's ’s proceeds from the offering of Registrable Securities securities made in connection with such Registration; and provided, further, that the indemnity contained in this Section 1.10(b) 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 such Holder (which consent shall not unreasonably be withheld).

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a the Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each Holder's liability under this Section 1.8.2 5.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each Holder's ’s liability under this Section 1.8.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder's ’s proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers that has signed the registration statement, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each Holder's liability under this Section 1.8.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder's net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder (within the meaning of the Securities Act), against all claims, losses, damages damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated ant states to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 13.2 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 such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's liability under this Section 1.8.2 13.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, the Holder willshall, if Registrable Securities held by such the Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors directors, officers and officersemployees, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holdersuch selling shareholder, each of its officers, directors, directors and constituent partners and each person controlling such other Holdersshareholder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 Holder of any rule or regulation promulgated under the Securities Act applicable to the Holder and relating to action or inaction required of the Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch shareholders, such directors, officersofficers and employees, partners, persons, law and accounting firms, underwriters or and control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by the Holder, or an officer, director, constituent partner, counsel or controlling persons of such Holder and stated to be specifically Holder, for use in connection with the Registration and offering of securities of the Company; PROVIDED, HOWEVER, that each Holder's liability under this Section 1.8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.

Holder's Indemnification of Company. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, will indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities Shares covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) suffered or incurred by any of them and arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with the Registration of Securities pursuant to such Registration Statement; and will reimburse the Company, each such other HolderHolders, such directors, officers, partners, persons, underwriters or control and controlling persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities Shares of the Company; PROVIDEDprovided, HOWEVERhowever, that each Holder's liability under this Section 1.8.2 5.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities Shares made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or other document (including any related prospectusRegistration Statement) incident to any such registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or any violation by such Holder of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each Holder's liability under this Section 1.8.2 11.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration; and provided, further, that the indemnity contained in this Section 11.2 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 Holder (which consent shall not unreasonably be withheld).

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if the Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a the Registration Statement, each person Person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder selling securities under such Registration, each of its such other Holder's, its officers, directors, and constituent partners partners, and each person Person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, or related prospectusother 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 (or alleged violation) by the Holder 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 Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, each other Holderthose Holders, such directors, officers, partners, personsPersons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 8.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's liability under this Section 1.8.2 7.2 shall not exceed such the Holder's proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such that Registration.

Holder's Indemnification of Company. Each To the extent permitted ----------------------------------- by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or other document (including any related prospectusRegistration Statement) incident to any such Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act, the 1934 Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each Holder's Holders liability under this Section 1.8.2 6.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration; and provided, further, that the indemnity contained in this Section 6.2 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 Holder (which consent shall not unreasonably be withheld).

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVER, that each Holder's liability under this Section 1.8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.with

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers that has signed the registration statement, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each Holder's ’s liability under this Section 1.8.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration, except in the case of willful fraud by such holder.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 13.2 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 such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's liability under this Section 1.8.2 13.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by Law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a the Registration Statement, each person Person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners partners, and each person Person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 Holder 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 Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, each other Holderthose Holders, such directors, officers, partners, personsPersons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 10.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 10.2 shall not exceed such the Holder's ’s proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such that Registration. Any indemnification pursuant to this Section 10.2 shall be several, and not joint and several, among the Holders whose Registrable Securities are included in the Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, shall indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or other document (including any related prospectusRegistration Statement) incident to any such Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act, the 1934 Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in a Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; and will shall reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such a Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each Holder's liability under this Section 1.8.2 2.9(b) shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration; and provided, further, that the indemnity contained in this Section 2.9(b) 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 Holder (which consent shall not unreasonably be withheld).

Holder's Indemnification of Company. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and each other Holder, its officers, directors, constituent partners and each person controlling such other Holders, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Company, each other Holder, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVER, that each Holder's liability under this Section 1.8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.,

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and executive officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement by such Holder (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, or any omission by such Holder (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , in the light of the circumstances under which they were made, or any violation by such Holder of any rule or regulation promulgated under the Securities Act or the Exchange Act or any state securities law or any rules or regulations promulgated thereunder applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but in each case only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by a vice president or higher officer or manager of such Holder if such Holder is not an individual and stated to be specifically for use in connection with such Registration; provided, however, that the offering indemnity contained in this Section 11.2 shall not apply to amounts paid in settlement of securities any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company; PROVIDEDsuch Holder (which consent shall not be unreasonably withheld) and provided, HOWEVERfurther, that each Holder's liability under this Section 1.8.2 11.2 shall not exceed such Holder's net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers that has signed the Registration Statement, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, trustees, agents and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and damages, liabilities or expenses (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, trustees, agents, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and expressly stated to be specifically for use in connection with the offering of securities of the Company, provided, however, that the indemnity contained in this Section 7.2 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 such Holder (which consent shall not unreasonably be withheld); PROVIDED, HOWEVER, and provided further that each Holder's liability under this Section 1.8.2 7.2 shall not exceed such Holder's net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each The Holder will, if Registrable Securities held by such the Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, indemnify and hold harmless the Company, each of its officers and directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and each other Holder, its officers, directors, constituent partners and each person controlling such other Holders, against all claims, losses, damages and liabilities (or actions in with respect thereofthereto) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and the Holder will reimburse the Company, each other Holder, Company and such directors, officers, partners, persons, underwriters persons or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such the Holder and stated to be specifically for use in connection with the offering of securities Securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each Holder's liability under the indemnity contained in this Section 1.8.2 7.7.2 shall not exceed apply to amounts paid in settlement of any such Holder's proceeds from claim, loss, damage, liability or action if settlement is effected without the offering consent of Registrable Securities made in connection with such Registrationthe Holder (which consent shall not be unreasonably withheld or delayed).

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, severally and not jointly, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, constituent partners partners, legal counsel and accountants and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, preliminary or related final prospectus, offering circular or any amendment or supplement thereto, 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 such Holder of the Securities Act, the 1934 Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the 45 extent, but only to the extent, that such untrue statement (or alleged untrue statement) or ), omission (or alleged omission) or violation (or alleged violation) is made in such Registration Statement Statement, preliminary or prospectus final prospectus, offering circular or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each Holder's liability under this Section 1.8.2 11.2 shall be limited to the proportion of any such claim, loss, damage, liability or expense which is equal to the proportion that the public offering price of the securities sold by such Holder in the offering made in connection with such Registration bears to the total public offering price of all securities sold in connection therewith, but shall not exceed such Holder's net proceeds from the offering of Registrable Securities securities made in connection with such Registration; and provided, further, that the indemnity contained in this Section 11.2 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 Holder (which consent shall not unreasonably be withheld).

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, managers and constituent partners and members and each person controlling such other HoldersHolder (collectively, “Company Indemnitees”), against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact obtained from such Holder and contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holder, such directors, officers, partners, persons, underwriters or control persons Company Indemnitees for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement registration statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder about such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each Holder's ’s liability under this Section 1.8.2 2.6(b) shall not exceed such Holder's ’s proceeds from the offering of Registrable Securities securities made in connection with such RegistrationRegistration net of any reasonably determined selling expenses for the account of such Holder.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED. Notwithstanding the foregoing, HOWEVER, that each a Holder's liability under this Section 1.8.2 13.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration, and the indemnity contained in this Section 13.2 shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not unreasonably be withheld).

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a the Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners partners, and each person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 Holder 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 Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, each other Holderthose Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 13.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's liability under this Section 1.8.2 13.2 shall not exceed such the Holder's proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such that Registration. Any indemnification pursuant to this Section 13.2 shall be several, and not joint and several, among the Holders whose Registrable Securities are included in the Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and specifically stated in writing to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 13.2 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 such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's liability under this Section 1.8.2 13.2 shall not exceed such Holder's net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a the Registration Statement, each person Person who controls Controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners partners, and each person controlling such Person Controlling the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of circumstances under which they were made, not misleading; , or any violation by the Holder of any rule or regulation promulgated under the Securities Act, the Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, each other Holderthose Holders, such directors, officers, partners, personsPersons, law and accounting firms, underwriters or control persons Control Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 14.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 14.2 shall not exceed such the Holder's ’s proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such that Registration. Any indemnification pursuant to this Section 14.2 shall be several, and not joint and several, among the Holders whose Registrable Securities are included in the Registration.

Holder's Indemnification of Company. Each To the extent ----------------------------------- permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) thereof arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectussupplement or amendment thereto, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, any state securities law or any rules or regulations promulgated thereunder, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse pay to the Company, each other Holdersuch Holders, such directors, officers, partners, persons, underwriters or control persons persons, as incurred, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, (i) that the indemnity contained in this Section 5.7.2 shall not apply to any amounts paid in settlement of such claim, loss, damage, liability or action if settlement is effected without the consent of indemnifying Holders representing a majority-in-interest of the securities of the Company held by such Holders (which consent shall not be unreasonably withheld) and (ii) that each Holder's liability under this Section 1.8.2 5.7.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, will indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities Shares covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) suffered or incurred by any of them and arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with the Registration of Securities pursuant to such Registration Statement; and will reimburse the Company, each such other HolderHolders, such directors, officers, partners, persons, underwriters or control and controlling persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities Securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each Holder's liability under this Section 1.8.2 5.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities Shares made in connection with such Registration.

Holder's Indemnification of Company. Each To the maximum extent permitted by applicable Law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person Person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other HolderHolder selling securities in such Registration, each of its officers, directors, and constituent partners partners, and each person Person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising Damages which they may suffer that arise out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, preliminary or related final prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or any violation or alleged violation by the Holder 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 such Registration, qualification, or compliance occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with such Registration, qualification, or compliance and shall reimburse the Company, those Holders, each of its directors, officers, each Person who controls the Company within the meaning of the Securities Act, and each other Holder, such directors, each of its officers, directors and constituent partners, persons, underwriters or control persons and each Person controlling the other Holders for any legal and any other expenses reasonably incurred by such Person in connection with investigating or defending any such claim, loss, damage, liability 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), but in each case to the extent, but extent and only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus actions occur in reliance upon on and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use in connection with such Registration; provided that, 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 in 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; provided further that the indemnity contained in this Section 8.2 by a Holder shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld or delayed); provided further that no such settlement shall be effected without such Holder’s consent unless such settlement includes an unconditional release of such Holder from all liability arising out of such litigation, investigation, proceeding or claim; provided further that each Holder’s liability under this Section 8.2 shall not exceed the net proceeds (less underwriting discounts and selling commissions) received by such Holder from the offering of securities of the Company; PROVIDED, HOWEVER, that each Holder's liability under this Section 1.8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with that Registration; provided, however, such Registrationlimitation shall not apply in the case of willful fraud by such Holder.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if the Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a the Registration Statement, each person Person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder selling securities under such Registration, each of its such other Holder’s, its officers, directors, and constituent partners partners, and each person Person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, or related prospectusother 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 Holder (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 Holder and relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance; and will shall reimburse the Company, each other Holderthose Holders, such directors, officers, partners, personsPersons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 8.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 8.2 shall not exceed such the Holder's ’s proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such that Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors directors, officers and officersemployees, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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; misleading in light of the circumstances under which they were made, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply (a) to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and (b) to the extent that any such Damages arise out of or are based upon the gross negligence or willful misconduct of the Company or such other Holders, directors, officers, partners, persons, underwriters or control persons; PROVIDEDand provided, HOWEVERfurther, that each Holder's ’s liability under this Section 1.8.2 12.2 shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, its ZCG and their respective officers, directors, constituent partners trustees, members, employees and partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related amendment or supplement thereto, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or any violation by such Holder of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, ZCG, such directors, officers, trustees, members, employees and partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 7.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's liability under this Section 1.8.2 7.2 shall not exceed such Holder's gross proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each Holder To the extent permitted by ----------------------------------- law, Holders will, if shares of Registrable Securities held by such Holder Stock are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holdersecurity holder whose securities are included in the securities as to which such Registration, qualification or compliance is being effected pursuant to this Agreement, each of its officers, directors, directors and constituent partners and each person controlling such other Holderssecurity holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 Holders of any rule or regulation promulgated under the Securities Act applicable to Holders and relating to action or inaction required of Holders in connection with any such Registration, qualification or compliance; and will reimburse the Company, each such other Holdersecurity holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in strict conformity with written information furnished to the Company by Holders under an instrument duly executed by such Holder person and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each the indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder's liability , which consent shall not be unreasonably withheld; provided further, that in no event shall any indemnity under this Section 1.8.2 shall not 8.2 exceed such Holder's the proceeds from the offering of Registrable Securities made in connection with received by such RegistrationHolder.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify and hold harmless the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, seller of Registrable Securities and each of its officers, directors, and constituent partners partners, and each person controlling such other Holdersseller, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each such other Holdersellers of Registrable Securities, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed); PROVIDEDand provided, HOWEVERfurther, that each Holder's ’s liability under this Section 1.8.2 12.2 shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each Holder will, if Registrable Securities held by such the Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each other Holder, its officers, directors, constituent partners and each person controlling such other Holders, against all claims, losses, damages and liabilities (or actions in respect thereofhereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Company, each other Holder, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such the Holder and stated to be specifically for use in the Registration Statement used in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each the Holder's liability under this Section 1.8.2 1.9(b) shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, the Holder will, if Registrable Securities held by such Holder are Warrant Stock is included in the securities as to which a Registration such registration, qualification or compliance is being effected pursuant to this AgreementWarrant, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statementregistration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and each other Holderstockholder of the Company whose shares are registered, each of its officers, directors, directors and constituent partners and each person controlling such other Holders, stockholder; against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement registration statement, prospectus, offering circular or related prospectusother document, 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 Holder of any rule or regulation promulgated under the Act applicable to the Holder and relating to action or inaction required of the Holder in connection with any such registration, qualifications or compliance; and will reimburse the Company, each other Holdersuch stockholders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating investigation or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement registration statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such the Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDCompany provided, HOWEVERhowever, that each the Holder's liability under this Section 1.8.2 7.8.2 shall not exceed such the Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registrationregistration.

Holder's Indemnification of Company. Each To the extent permitted by ----------------------------------- law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or other document (including any related prospectusRegistration Statement) incident to any such Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act, the 1934 Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each Holder's Holders liability under this Section 1.8.2 11.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration; and provided, further, that the indemnity contained in this Section 11.2 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 Holder (which consent shall not unreasonably be withheld).

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if the Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a the Registration Statement, each person Person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder selling securities under such Registration, each of its such other Holder’s, its officers, directors, and constituent partners partners, and each person Person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, or related prospectusother 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 (or alleged violation) by the Holder 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 Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, each other Holderthose Holders, such directors, officers, partners, personsPersons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 8.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 7.2 shall not exceed such the Holder's ’s proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such that Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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; , and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 8.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 8.2 shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its employees, directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon (a) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 (b) any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and will relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance including, but not limited to, failure by the Holder to deliver in connection with any sale or sales by the Holder a subsequent prospectus, amendment or supplement that corrects any statement or omission in any prospectus if such subsequent prospectus, supplement or amendment was delivered to the Holder prior to such sale, and shall reimburse the Company, each other Holdersuch Holders, such employees, directors, officers, partners, persons, underwriters law and accounting firms, underwriters, or control persons 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, in each the case of a situation set forth in Section 8.2(a), to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERfurther, that the indemnity contained in this Section 8.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that each Holder's liability under this Section 1.8.2 8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if the Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a the Registration Statement, each person Person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder selling securities under such Registration, each of its such other Holder’s, its officers, directors, and constituent partners partners, and each person Person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, or related prospectusother 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 (or alleged violation) by the Holder 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 Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, each other Holderthose Holders, such directors, officers, partners, personsPersons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 7.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 7.2 shall not exceed such the Holder's ’s proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such that Registration.

Holder's Indemnification of Company. Each The Holder will, if Registrable Securities held by such the Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, officers and each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and each all other Holder, its officers, directors, constituent partners and each person controlling such other Holdersholders of securities who are required to use the Registration Statement to sell their securities of the Company, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Company, each other Holder, such directors, officers, partners, persons, underwriters officers or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such the Holder and stated to be specifically for use in connection with the offering of securities of the CompanyRegistration Statement; PROVIDEDprovided, HOWEVERhowever, that each the Holder's liability under this Section 1.8.2 1.6.2 shall not exceed such Holder's the gross proceeds generated from the offering sale by the Holder of Registrable Securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent ----------------------------------- permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each Holder's liability under this Section 1.8.2 7.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 or alleged violation by such Holder of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse pay as incurred to the Company, each other Holdersuch Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVER, that each Holder's liability under this Section 1.8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.law

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 11.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's liability under this Section 1.8.2 11.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration, unless due to such Holder's gross negligence or intentional acts or omissions.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a the Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners partners, and each person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 Holder 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 Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, each other Holderthose Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each Holder's liability under the indemnity contained in this Section 1.8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.Section

Holder's Indemnification of Company. Each To the extent permitted by Law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a the Registration Statement, each person Person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners partners, and each person Person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 Holder 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 Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, each other Holderthose Holders, such directors, officers, partners, personsPersons, Law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 13.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 13.2 shall not exceed such the Holder's ’s proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such that Registration. Any indemnification pursuant to this Section 13.2 shall be several, and not joint and several, among the Holders whose Registrable Securities are included in the Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVER, that each Holder's liability under this Section 1.8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.with

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a the Registration Statement, each person Person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners partners, and each person Person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 Holder 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 Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, each other Holderthose Holders, such directors, officers, partners, personsPersons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 13.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 13.2 shall not exceed such the Holder's ’s proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such that Registration. Any indemnification pursuant to this Section 13.2 shall be several, and not joint and several, among the Holders whose Registrable Securities are included in the Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors directors, officers and officersemployees, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any Corus Pharma, Inc Amended and Restated Information and Registration Rights Agreement untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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; misleading in light of the circumstances under which they were made, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply (a) to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and (b) to the extent that any such Damages arise out of or are based upon the gross negligence or willful misconduct of the Company or such other Holders, directors, officers, partners, persons, underwriters or control persons; PROVIDEDand provided, HOWEVERfurther, that each Holder's ’s liability under this Section 1.8.2 12.2 shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if the Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each Person who controls the Company or underwriter within the meaning of its directors the Securities Act, the respective officers, directors, partners members, employees, representatives and officersagents of the Company or controlling Person, each underwriter, if any, of the Company's ’s securities covered by such a the Registration StatementStatement and each of its officers, directors, partners, agents and each person Person who controls the Company or such any underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other HolderHolder selling securities under such Registration, its and each Person controlling the other Holder and the respective officers, directors, constituent partners partners, members, employees, representatives and each person agents of such Holder or controlling such other HoldersPerson (each, a “Holder Indemnified Person”), against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, or related prospectusother 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; , and will shall reimburse the Company, each other Holder, such directors, officers, partners, persons, underwriters or control persons Indemnified Person for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 7.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 7.2 shall not exceed such the Holder's ’s proceeds from the offering net of Registrable Securities made in connection with such RegistrationSelling Expenses.

Holder's Indemnification of Company. Each To the extent permitted by ----------------------------------- law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder (within the meaning of the Securities Act), against all claims, losses, damages damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 10.2 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 such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's liability under this Section 1.8.2 10.2 shall not exceed such Holder's net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related amendment or supplement thereto, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or any violation by such Holder of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 11.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's liability under this Section 1.8.2 11.2 shall not exceed such HolderXxxxxx's gross proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a the Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners partners, and each person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or any other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with such Registration, qualification, or compliance, and shall reimburse the Company, each other HolderHolders, such directors, officers, partners, persons, law and accounting firms, underwriters or each of their control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 13.2 shall not apply to amounts paid in settlement of any Damages if such settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's liability under this Section 1.8.2 13.2 shall not exceed the proceeds (less underwriting discounts and selling commissions) received by such Holder's proceeds Holder from the offering of Registrable Securities securities made in connection with such that Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 13.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's liability under this Section 1.8.2 13.2 shall not exceed such Holder's net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by ----------------------------------- law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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; , in light of the circumstances under which they were made, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that the indemnity contained in -------- ------- this Section 10.2 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 such Holder (which consent shall not be unreasonably withheld); provided, further, that each Holder's liability under this Section 1.8.2 10.2 shall not exceed such Holder's net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and damages, liabilities or expenses (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 (or alleged violation) by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, expense or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company, provided, however, that the indemnity contained in this Section 7.2 shall not apply to amounts paid 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); PROVIDED, HOWEVER, and provided further that each Holder's liability under this Section 1.8.2 7.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if the Registrable Securities held by such that Holder are included in the offer and sale of the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a the Registration Statement, each person Person who controls Controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder selling securities under such Registration, each of its such other Holder’s, its officers, directors, and constituent partners partners, and each person controlling such Person Controlling the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, or related prospectusother 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 (or alleged violation) by the Holder 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 Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the CompanyCompany as incurred, each other Holderthose Holders, such directors, officers, partners, personsPersons, law and accounting firms, underwriters or control persons Control Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the 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 that Holder and stated to be specifically for use in connection with the offering of securities of the Company, provided, however, that the indemnity contained in this Section 8.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) provided further, that each Holder will be liable in any case solely to the extent that such Damages arise out of and are based upon any untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in that Registration Statement Statement, Prospectus or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated specifically to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERand provided, further, that each Holder's ’s liability under this Section 1.8.2 8.2 shall not exceed such the Holder's ’s proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such that Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder (severally and not jointly) will, if Registrable Securities held by such Holder are included for sale in the securities as to which a Registration is being and related qualification and compliance effected pursuant to this Agreement, indemnify the Company, each of its directors and officersdirectors, each underwriterofficer of the Company who signs the applicable Registration Statement, if any, each legal counsel and each underwriter of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each other Holder, its officers, directors, constituent partners and each person controlling such other Holders, against all claims, losses, damages damages, and liabilities (or actions in respect thereof) arising out of or based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, or related prospectusdocument, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (iii) any violation or alleged violation by such Holder of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration and related qualification and compliance, and will reimburse the Company, each other Holder, pay as incurred to such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in (and such violation pertains to) such Registration Statement or prospectus related document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Companytherein; PROVIDEDprovided, HOWEVERhowever, that each the indemnity contained in this Section 13.2 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 such Holder (which consent shall not unreasonably be withheld); provided, further, that such Holder's ’s liability under this Section 1.8.2 13.2 (when combined with any amounts Holder is liable for under Section 13.4) shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers that has signed the registration statement, each underwriter, if any, of the Company's ’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each Holder's ’s liability under this Section 1.8.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder's ’s net proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each Holder will, if Registrable Securities held by such the Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and each other Holder, its officers, directors, constituent partners and each person controlling such other Holders, against all claims, losses, damages and liabilities (or actions in respect thereofhereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Company, each other Holder, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such the Holder and stated to be specifically for use in the Registration Statement used in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each the Holder's liability under this Section 1.8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or of such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, constituent directors and partners and each person controlling such other HoldersHolder, against all claims, losses, damages and damages, liabilities or expenses (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 (or alleged violation) by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, expense or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company, provided, however, that the indemnity contained in this Section 6.2 shall not apply to amounts paid 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); PROVIDED, HOWEVER, and provided further that each Holder's liability under this Section 1.8.2 6.2 shall not exceed such Holder's proceeds net of sales commissions and expenses from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a the Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other HolderHolder selling securities under the Registration, each of its officers, directors, and constituent partners partners, and each person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising Damages which they may suffer that arise out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, preliminary or related final prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or any violation by the Holder 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 Holder and will relating to action or inaction required of the Holder in connection with such Registration, qualification, or compliance, and in each case to the extent and only to the extent that such actions occur in reliance on and in conformity with written information furnished by such Holder expressly for use in connection with such Registration, and shall reimburse the Company, those Holders, each of its directors, officers, each person who controls the Company within the meaning of the Securities Act, and each other Holder, such directors, each of its officers, directors and constituent partners, persons, underwriters or control persons and each person controlling the other Holders for any legal and any other expenses reasonably incurred by such person in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated in writing to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 14.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided that no such settlement shall be effected without such Holder’s consent unless such settlement includes an unconditional release of such Holder from all liability arising out of such litigation, investigation, proceeding or claim and provided, further, that each Holder's ’s liability under this Section 1.8.2 14.2 shall not exceed net proceeds (less underwriting discounts and selling commissions) received by such Holder's proceeds Holder from the offering of Registrable Securities securities made in connection with such that Registration.

Holder's Indemnification of Company. Each To the extent permitted by ----------------------------------- law, each selling Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, will indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, officers and each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and each other Holder, its officers, directors, constituent partners and each person controlling such other HoldersCompany, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such prospectus or Registration Statement or related prospectusStatement, 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; , and will reimburse the Company, each other Holder, such directors, directors and officers, partners, persons, underwriters or such control persons for any reasonable legal and any other expenses reasonably as and when incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such prospectus or Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically expressly for use in connection with the offering by the Holders of securities of the Company; PROVIDED, HOWEVERprovided however, that each Holder's liability under the indemnity agreement contained in this Section 1.8.2 7.2 shall not exceed apply to amounts paid in settlement of each such Holder's proceeds from claim, loss, damage, liability or action if such settlement is entered into without the offering consent of Registrable Securities made in connection with such Registrationthe Holders.

Holder's Indemnification of Company. Each Holder will, if Registrable Securities held by such the Holder are included in the securities as to which a Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each other Holder, its officers, directors, constituent partners and each person controlling such other Holders, against all claims, losses, damages and liabilities (or actions in respect thereofhereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Company, each other Holder, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such the Holder and stated to be specifically for use in the Registration Statement used in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERhowever, that each the Holder's liability under this Section 1.8.2 1.10(b) shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held by such that Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's ’s securities covered by such a the Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other Holder, each of its officers, directors, and constituent partners partners, and each person controlling such the other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 Holder 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 Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, each other Holderthose Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that the indemnity contained in this Section 13.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder's ’s liability under this Section 1.8.2 13.2 shall not exceed such the Holder's ’s proceeds (less underwriting discounts and selling commissions) from the offering of Registrable Securities securities made in connection with such that Registration. Any indemnification pursuant to this Section 13.2 shall be several, and not joint and several, among the Holders whose Registrable Securities are included in the Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held by such Holder are included in the securities as to which a Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its employees, directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, members, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based upon (a) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 (b) any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and will relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance including, but not limited to, failure by the Holder to deliver in connection with any sale or sales by the Holder a subsequent prospectus, amendment or supplement that corrects any statement or omission in any prospectus if such subsequent prospectus, supplement or amendment was delivered to the Holder prior to such sale, and shall reimburse the Company, each other Holdersuch Holders, such employees, directors, officers, members, partners, persons, underwriters law and accounting firms, underwriters, or control persons 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, in each the case of a situation set forth in Section 8.2(a), to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDprovided, HOWEVERfurther, that the indemnity contained in this Section 8.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that each Holder's liability under this Section 1.8.2 8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by ----------------------------------- law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, severally, but not jointly with other Holders, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVERprovided, however, that each Holder's liability under this Section 1.8.2 11.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held owned by such Holder are included in the securities as to which a Registration is being effected registered pursuant to this Agreement, indemnify the CompanyIssuer, each of its shareholders, directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statementsecurities, each person Person who controls the Company Issuer or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, constituent directors and general partners and each person Person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions in respect thereof) Losses arising out of or based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or related prospectus, any amendment or supplement thereof, or any preliminary prospectus or other document (including any related Registration Statement) incident to any such registration or any related compliance with other securities laws under Section 1.3, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by such Holder of the Securities Act, the Exchange Act or any other securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any other securities law, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration or compliance; and such Holder will reimburse the Company, each other Holder, such directors, officers, partners, persons, underwriters or control persons Indemnified Party for any legal and any other expenses (including, without limitation, attorneys’ fees) reasonably incurred in connection with investigating or defending any such claimLosses; provided, losshowever, damagethat in the case of a misstatement or omission, liability or action, in each case to the extent, but such obligation shall apply only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement prospectus, amendment, supplement, preliminary prospectus or prospectus other document in reliance upon and in conformity with written information furnished to the Company Issuer in writing by such Holder or any of its officers, directors, general partners or controlling persons; and stated provided, further, that the indemnity contained in this Section 1.7(b) shall not apply to be specifically for use amounts paid in connection with settlement of any such Losses if settlement is effected without the offering of securities consent of the CompanyHolder which consent shall not unreasonably be withheld); PROVIDEDprovided, HOWEVERfurther, that each Holder's liability under this Section 1.8.2 the Holder shall not exceed such Holder's proceeds from be liable for legal fees incurred by any Indemnified Party after the offering Holder assumes the defense of Registrable Securities made the action in connection accordance with such RegistrationSection 1.7(c), except to the extent that any Indemnified Party hires separate counsel as a result of a conflict described in Section 1.7(c).

Holder's Indemnification of Company. Each To the extent permitted by ----------------------------------- law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners and each person controlling such other HoldersHolder, against all claims, losses, damages and liabilities (or actions liabilities(or action in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular or related prospectusother document, or any omission (or alleged omission) to 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 such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDEDpro-vided, HOWEVERhowever, that each Holder's liability under this Section 1.8.2 11(b) shall not exceed the gross proceeds received by such Holder's proceeds Holder from the offering of Registrable Securities securities made in connection with such Registration.

Holder's Indemnification of Company. Each To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which a Registration such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and each other such Holder, each of its officers, directors, and constituent partners partners, and each person controlling such other HoldersHolder, against all claims, losses, damages damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement Statement, prospectus, offering circular, or related prospectusother document, 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 or alleged violation by such Holder of the Securities Act, the 1934 Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse pay as incurred to the Company, each other Holdersuch Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for persons, any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or prospectus other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; PROVIDED, HOWEVER, that each Holder's liability under this Section 1.8.2 shall not exceed such Holder's proceeds from the offering of Registrable Securities made in connection with such Registration.and