Common use of INDEMNIFICATION BY A SELLING SHAREHOLDER Clause in Contracts

INDEMNIFICATION BY A SELLING SHAREHOLDER. In connection with any registration statement which covers Registrable Securities of a Participating Stockholder pursuant to this Agreement, each such Participating Stockholder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 of this Agreement), to the extent permitted by law, the Company and each underwriter for the Company or any such Participating Stockholder in connection therewith, each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, and each of their respective managers, officers, directors and general partners, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto or to any such prospectus, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information that relates only to such Participating Stockholder and its affiliates or the plan of distribution and that is furnished to the Company by or on behalf of such Participating Stockholder expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any other Person eligible under this Section 7.2, and shall survive the transfer of Registrable Securities by such Participating Stockholder. The obligations of each Participating Stockholder pursuant to this Section 7.2 are to be several and not joint. Additionally, with respect to each claim pursuant to this Section 7.2 and each corresponding claim for contribution under Section 7.5, each such Participating Stockholder's maximum aggregate liability under this Section 7.2 and Section 7.5 shall be limited to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities being sold pursuant to such registration statement or prospectus by such Participating Stockholder.

INDEMNIFICATION BY A SELLING SHAREHOLDER. In connection with any registration statement in which covers a holder of Registrable Securities of a Participating Stockholder pursuant to this Agreementis participating, each such Participating Stockholder holder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 8.1 of this Agreement), to the extent permitted by law, the Company and each underwriter for the Company or any such Participating Stockholder in connection therewithits directors, each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Actofficers and controlling Persons, and each of their respective managersdirectors, officers, directors general partners and general partnersmanagers, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained included therein, or any amendment or supplement thereto thereto, or to any such prospectus, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information that relates only to such Participating Stockholder and its affiliates holder or the plan of distribution and that is expressly furnished to the Company by or on behalf of such Participating Stockholder expressly holder for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement; provided, however, that such holder shall not be under an obligation to indemnify or hold harmless under this Section 9.2 from or against any Losses to the extent the untrue statement, omission, or allegation thereof upon which such Losses are based was made in any prospectus used after such time as such selling shareholder advised the Company that the filing of a post-effective amendment or supplement thereto was required, except the prospectus as so amended or supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Company, or such holder, as the case may be, or any other Person eligible under this Section 7.2of their respective directors, officers or controlling Persons and shall survive the transfer of Registrable Securities by such Participating Stockholderholder. The obligations of each Participating Stockholder pursuant to this Section 7.2 are to be several and not joint. Additionally, with With respect to each claim pursuant to this Section 7.2 and each corresponding claim for contribution under Section 7.59.2, each such Participating Stockholder's holder’s maximum aggregate liability under this Section 7.2 and Section 7.5 9.2 shall be limited to an amount equal to the net proceeds actually received by such Participating Stockholder holder (after deducting any underwriting fees, discounts discount and expenses) from the sale of Registrable Securities being sold pursuant to such registration statement or prospectus by such Participating Stockholderholder.

INDEMNIFICATION BY A SELLING SHAREHOLDER. In connection with 15 60 any registration statement which covers Registrable Securities of a Participating Stockholder pursuant to this Agreement, each such Participating Stockholder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 of this Agreement), to the extent permitted by law, the Company and each underwriter for the Company or any such Participating Stockholder in connection therewith, each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, and each of their respective managers, officers, directors and general partners, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto or to any such prospectus, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information that relates only to such Participating Stockholder and its affiliates or the plan of distribution and that is furnished to the Company by or on behalf of such Participating Stockholder expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any other Person eligible under this Section 7.2, and shall survive the transfer of Registrable Securities by such Participating Stockholder. The obligations of each Participating Stockholder pursuant to this Section 7.2 are to be several and not joint. Additionally, with respect to each claim pursuant to this Section 7.2 and each corresponding claim for contribution under Section 7.5, each such Participating Stockholder's maximum aggregate liability under this Section 7.2 and Section 7.5 shall be limited to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities being sold pursuant to such registration statement or prospectus by such Participating Stockholder.

INDEMNIFICATION BY A SELLING SHAREHOLDER. In connection with any registration statement in which covers a holder of Registrable Securities of a Participating Stockholder pursuant to this Agreementis participating, each such Participating Stockholder holder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 3.20 of this Agreement), to the extent permitted by law, the Company and each underwriter for the Company or any such Participating Stockholder in connection therewithits directors, each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Actofficers and controlling Persons, and each of their respective managersdirectors, officers, directors general partners and general partnersmanagers, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained included therein, or any amendment or supplement thereto thereto, or to any such prospectus, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information that relates only to such Participating Stockholder and its affiliates holder or the plan of distribution and that is expressly furnished to the Company by or on behalf of such Participating Stockholder expressly holder for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement; provided, however, that such holder shall not be under an obligation to indemnify or hold harmless under this Section 3.21 from or against any Losses to the extent the untrue statement, omission, or allegation thereof upon which such Losses are based was made in any prospectus used after such time as such selling shareholder advised the Company that the filing of a post-effective amendment or supplement thereto was required, except the prospectus as so amended or supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Company, or such holder, as the case may be, or any other Person eligible under this Section 7.2of their respective directors, officers or controlling Persons and shall survive the transfer of Registrable Securities by such Participating Stockholderholder. The obligations of each Participating Stockholder pursuant to this Section 7.2 are to be several and not joint. Additionally, with With respect to each claim pursuant to this Section 7.2 and each corresponding claim for contribution under Section 7.53.21, each such Participating Stockholder's holder’s maximum aggregate liability under this Section 7.2 and Section 7.5 3.21 shall be limited to an amount equal to the net proceeds actually received by such Participating Stockholder holder (after deducting any underwriting fees, discounts discount and expenses) from the sale of Registrable Securities being sold pursuant to such registration statement or prospectus by such Participating Stockholderholder.