Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. The Company agrees to indemnify and hold harmless each Selling Holder of Registrable Shares, its officers, directors, partners and agents and each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") from and against any and all losses, claims, damages, liabilities and judgments (including, the reasonable legal expenses incurred in connection with any action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVER, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Company.

Indemnification by Company. The Company hereby agrees to indemnify and hold harmless each Selling Holder of Registrable SharesSecurities which are included in a registration statement (and any officer, its officersdirector, directorsemployee, partners and agents and each associate, affiliate, controlling Person, if anylegal counsel and accountants thereof) pursuant to the provisions of this Agreement from and against, who controls and agrees to reimburse such Selling Holder within the meaning of either Section 15 of (and any officer, director, employee, associate, affiliate, controlling Person, legal counsel and accountants thereof) with respect to, any and all claims, actions (actual or threatened), demands, losses, damages, liabilities, costs or expenses to which such Holder may become subject under the Securities Act or Section 20 of the Exchange Act (each otherwise, insofar as such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") from and against any and all claims, actions, demands, losses, claims, damages, liabilities and judgments (includingliabilities, the reasonable legal costs or expenses incurred in connection with any action, suit or proceeding) arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in such registration statement, any Registration Statement prospectus contained therein, or prospectus or in any amendment or supplement thereto thereto, or in any preliminary prospectus relating to a registration hereunder or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under in which they were made, not misleading; provided, or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVERhowever, that the Company shall will not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or allegation thereof based upon alleged omission so made in strict conformity with written information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf specifically for use therein, or by any Holder's failure to deliver a copy of in the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Companypreparation thereof.

Indemnification by Company. The Company agrees shall, to the maximum extent permitted by law, indemnify and hold harmless each Selling Holder registering an offering of Registrable Shares, its officers, directors, partners Securities and agents any underwriter (as defined in the Act) for such Holder and each Personperson, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") from and underwriter, against any and all losses, claims, damagesdamages or liabilities, liabilities judgments, settlements, awards and judgments expenses (includingincluding attorneys' fees) (collectively "Losses"), to which such Holder or underwriter or such controlling person may become subject, under the reasonable legal expenses incurred in connection with any actionAct or otherwise, suit insofar as such Losses are caused by, based upon, or proceeding) arising arise out of or based upon (i) relate to any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement filed under the Act, any prospectus contained therein, or prospectus or in any amendment or supplement thereto thereto, or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading; and reimburse each such Holder, underwriter and controlling person for any legal or (ii) any violation other expenses incurred by the Company of any federalsuch Holder, state underwriter or common law rule or regulation applicable to Company and relating to action or inaction required by the Company such controlling person in connection with investigating or defending against any such registrationLoss; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or allegation thereof based upon alleged omission so made in conformity with written information furnished in writing to by the Company by such Selling Holder or on such Selling Holder's behalf underwriter specifically for use thereinin the preparation of such prospectus or if, in respect to such statement, alleged statement, omission or by any Holder's failure to deliver alleged omission, the final prospectus corrected such statement, alleged statement, omission or alleged omission and a copy of such final prospectus had not been sent or given at or prior to the Registration Statement or prospectus or any amendment or supplement thereto after being furnished confirmation of the sale with a sufficient number of copies thereof by the Companyrespect to which such Loss relates.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless harmless, to the full extent permitted by law, each Selling Holder holder of Registrable SharesSecurities, its officers, directors, partners partners, retired partners, members and agents employees and each Person, if any, person who controls such Selling Holder holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON"Act) from and against any and all losses, claims, damages, liabilities and judgments (includingexpenses, the reasonable including any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or prospectus amendment (including any post-effective amendment) or in supplement thereto), Prospectus or preliminary Prospectus) or any amendment or supplement thereto thereto, including all documents incorporated therein by reference, or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by or (ii) contained in any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVER, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf holder expressly for use therein; provided, however, that the Company shall not be liable to any indemnified party in any such case to the extent that any such loss, claim, damage, expense, liability (or by action or proceeding in respect thereof), arises out of or is based upon any Holder's failure to deliver a copy of untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or prospectus or any amendment or supplement thereto after being or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information with respect to such seller furnished with a sufficient number to the Company by or on behalf of copies thereof by such seller for use in the Companypreparation thereof.

Indemnification by Company. The Company agrees to will indemnify and hold harmless each Selling Holder of Registrable Shares, its officers, directors, partners and agents and each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") from and Underwriter against any and all losses, claims, damages, liabilities or expenses, as and judgments when incurred, to which such Underwriter may become subject, joint or several, under the 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (includingor actions or claims in respect thereof), the reasonable legal expenses incurred in connection with any action, suit or proceeding) arising arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement Statement, the Prospectus or any other prospectus relating to the Securities, or in any amendment or supplement thereto thereto, or in any preliminary prospectus relating to a registration hereunder or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or and will promptly reimburse such Underwriter for any reasonable expenses (iiincluding reasonable fees and expenses for no more than one law firm for the Underwriters) any violation when and as incurred by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company such Underwriter in connection with investigating or defending any such registrationaction or claim; PROVIDED, HOWEVER, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, in any such case to an Underwriter to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or allegation thereof based upon information furnished alleged omission made in writing any Preliminary Prospectus, the Registration Statement, the Prospectus or any other prospectus relating to the Company by such Selling Holder or on such Selling Holder's behalf for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus Securities or any such amendment or supplement thereto after being furnished in reliance upon and in conformity with a sufficient number of copies thereof by the CompanyUnderwriter Information.

Indemnification by Company. The Company agrees to indemnify and hold harmless each Selling Holder of Registrable Shares, its officers, directors, partners and agents and each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSONIndemnified Person") from and against any and all losses, claims, damages, liabilities and judgments (including, the reasonable legal expenses incurred in connection with any action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or (ii) any violation by the Company of any federal, federal state or common law rule or regulation applicable to the Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf expressly for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Company.

Indemnification by Company. The Company agrees to indemnify and hold harmless each Selling Holder of Registrable Shares, its officers, directors, partners and agents and each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSONIndemnified Person") from and against any and all losses, claims, damages, liabilities and judgments (including, the reasonable legal expenses incurred in connection with any action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or (ii) any violation by the Company of any federal, federal state or common law rule or regulation applicable to the Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf expressly for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Company.

Indemnification by Company. The Company agrees to indemnify and hold harmless each Selling Holder of Registrable Shares, its officers, directors, partners and agents and each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") from and against any and all losses, claims, damages, liabilities and judgments (including, the reasonable legal expenses incurred in connection with any action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or (ii) any violation by the Company of any federal, federal state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf expressly for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Company.

Indemnification by Company. The Company agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law the Investors, each Selling Holder of Registrable Shares, its their officers, directors, partners and agents employees and each Person, if any, person who controls such Selling Holder the Investors (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON"1933 Xxx) from and against any and xxainst all losses, claims, damages, liabilities and judgments liabilities, costs (including, the without limitation, reasonable legal attorney's fees) and expenses incurred in connection with any action, suit or proceeding) arising out of or based upon imposed on such person caused by (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or any preliminary prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, except insofar as the same are based entirely upon any information furnished in writing to the Company by such Investors, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law law, rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDEDRegistration Statement, HOWEVERProspectus or any preliminary prospectus, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto, provided that such violation was not caused by the negligence or willful misconduct of the Investor and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto after being furnished with had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient number defense to) any liability of copies thereof such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Companypermitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. The Company agrees to will indemnify and hold harmless harmless, to the full extent permitted by law, each Selling Holder of Registrable SharesHolder, its officers, officers and directors, partners and agents their Agents and each Person, if any, Person who controls each such Selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON"Act) from and against any and all losses, claims, damages, liabilities and judgments (includingexpenses to which any such Person may be subject, under the reasonable Securities Act or otherwise, and reimburse all such Persons for any legal or other expenses incurred in connection with investigating or defending against any actionsuch losses, suit claims, damages or proceeding) arising liabilities, insofar as such losses, claims, damages or liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any a Registration Statement Statement, Prospectus or preliminary prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or (ii) any violation or alleged violation by the Company of any federalthe Securities Act, state the Securities Exchange Act of 1934, as amended, or common law rule or regulation applicable to Company and relating to action or inaction required by “blue sky” laws, except insofar as the Company in connection with any such registration; PROVIDED, HOWEVER, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments same arise out of, of or are based uponupon an untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, any such untrue which statement or omission or allegation thereof based is made therein in reliance upon and in conformity with information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf , expressly for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Company.

Indemnification by Company. The Company agrees to indemnify and hold harmless each Selling Holder of Registrable Shares, its officers, directors, partners and agents and each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSONIndemnified Person") from and against any and all losses, claims, damages, liabilities and judgments (including, the reasonable legal expenses incurred in connection with any action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Company.

Indemnification by Company. The (a) To the extent permitted by law, the Company agrees to will indemnify and hold harmless each Selling Holder Eligible Investor that holds such Registrable Securities, any underwriter (as defined in the Securities Act) for the Eligible Investors, any directors or officers of Registrable Shares, its officers, directors, partners such Eligible Investor or such underwriter and agents and each Person, if any, any person who controls such Selling Holder Eligible Investor or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSONIndemnified Person") from and ------------------ against any and all losses, claims, damages, expenses or liabilities (joint or several) (including in settlement of litigation) (collectively, and judgments (includingtogether with actions, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, "Claims") to ------ which any of them become subject under the Securities Act, the reasonable legal expenses incurred in connection with any actionExchange Act or otherwise, suit or proceeding) arising insofar as such Claims arise out of or are based upon any of the following statements, omissions or violations in a Registration Statement filed pursuant to this Agreement, any post-effective amendment thereof or any prospectus included therein: (ia) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement or prospectus any post-effective amendment thereof or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or ; (iib) any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVER, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission alleged untrue statement of a material fact contained in the prospectus (as it may be amended or allegation thereof based upon information furnished in writing to supplemented) or the Company by such Selling Holder or on such Selling Holder's behalf for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Company.omission

Indemnification by Company. The Company agrees to shall indemnify and hold harmless each Selling Holder of Registrable Sharesthe Holders, its officersany underwriter (as defined in the Securities Act) for the Holders, directors, partners and agents and each Person, if any, person who controls such Selling any Holder or any underwriter for any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") Act, from and against against, and shall reimburse such persons with respect to, any and all losses, claimsdamages, liabilities, costs or expenses to which they may become subject under the Securities Act, or otherwise, insofar as such losses, damages, liabilities and judgments (includingliabilities, the reasonable legal costs or expenses incurred in connection with any action, suit or proceeding) arising out of or based upon (i) are caused by any untrue statement or alleged untrue statement of a material any fact by the Company contained in any Registration Statement registration statement filed pursuant to the provisions of this Agreement, any prospectus contained therein, or prospectus or in any amendment or supplement thereto thereto, or in any preliminary prospectus relating to a registration hereunder or arising arise out of or are based upon any the omission or alleged omission by the Company to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under in which they were made, not misleading, or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVERprovided, that the Company shall not be liable for in any such case to the extent that any such losses, claims, damages, liabilities liabilities, costs or judgments expenses arise out of, of or are based upon, any such upon an untrue statement or alleged untrue statement or omission or allegation thereof based upon alleged omission by the Company so made in strict conformity with information furnished by the Holders or any such underwriter in writing to the Company by such Selling Holder or on such Selling Holder's behalf specifically for use thereinin the preparation thereof; provided, that the indemnity contained in this Section 5.1 shall not apply to amounts paid in settlement of any such losses, damages, liabilities, costs or by any Holder's failure to deliver a copy expenses if such settlement is effected without the consent of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Company.

Indemnification by Company. The Company hereby agrees to indemnify and hold harmless each Selling Holder of Registrable SharesSecurities which are included in a registration statement pursuant to the provisions of this Agreement from and against, its officersand agrees to reimburse such Holder with respect to, directorsany and all claims, partners and agents and each Personactions (actual or threatened), if anydemands, who controls losses, damages, liabilities, costs or expenses to which such Selling Holder within the meaning of either Section 15 of may become subject under the Securities Act or Section 20 of the Exchange Act (each otherwise, insofar as such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") from and against any and all claims, actions, demands, losses, claims, damages, liabilities and judgments (includingliabilities, the reasonable legal costs or expenses incurred in connection with any action, suit or proceeding) arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in such registration statement, any Registration Statement prospectus contained therein, or prospectus or in any amendment or supplement thereto thereto, or in any preliminary prospectus relating to a registration hereunder or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under in which they were made, not misleading; provided, or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVERhowever, that the Company shall will not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or allegation thereof based upon alleged omission so made in strict conformity with written information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf specifically for use therein, or by any Holder's failure to deliver a copy of in the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Companypreparation thereof.

Indemnification by Company. The Company agrees to will indemnify and hold harmless each Selling Holder holder of Registrable SharesSecurities which are included in a registration statement pursuant to the provisions of Article I hereof, its directors and officers, directors, partners and agents any underwriter (as defined in the Act) for such holder and each Person, if any, who controls such Selling Holder holder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (Act, from and against, and will reimburse such holder and each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") from underwriter and against controlling Person with respect to, any and all loss, damage, liability, cost and expense to which such holder or any such underwriter or controlling Person may become subject under the Act or otherwise, insofar as such losses, claims, damages, liabilities and judgments (includingliabilities, the reasonable legal costs or expenses incurred in connection with any action, suit or proceeding) arising out of or based upon (i) are caused by any untrue statement or alleged untrue statement of a any material fact contained in such registration statement, any Registration Statement prospectus contained therein or prospectus or in any amendment or supplement thereto thereto, or in any preliminary prospectus relating to a registration hereunder or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under in which they were made, not misleading; provided, or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVERhowever, that the Company shall will not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, in any such case to the extent that any such loss, damage, liability, cost or expenses arises out of or is based upon an untrue statement or alleged untrue statement or omission or allegation thereof based upon alleged omission so made in conformity with information furnished by such holder, such underwriter or such controlling Person in writing to the Company by such Selling Holder or on such Selling Holder's behalf specifically for use therein, or by any Holder's failure to deliver a copy of in the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Companypreparation thereof.

Indemnification by Company. The Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each Selling the Holder of Registrable Shares, its officers, directors, partners and agents and each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") from and against any and all lossesloss, claimsliability, damagescharge, liabilities claim, damage, and judgments expense whatsoever (includingwhich shall include, the for all purposes of this Section 7(k), but not be limited to, reasonable legal attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), as and when incurred, arising out of, based upon, or in connection with any action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statement registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented), or in any amendment or supplement thereto thereto, relating to the sale of any of the Registrable Shares or (B) in any preliminary prospectus relating to a registration hereunder application or arising out other document or communication (in this Section 7(k) collectively called an “Application”) executed by or on behalf of or the Company and based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Registrable Shares under the Act or blue sky laws thereof or filed with the Commission or any securities exchange; or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein in light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder for inclusion in any registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any Application, as the case may be. If any action is brought against the Holder in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Holder shall promptly notify the Company in writing of the institution of such action (ii) the failure to notify the Company within a reasonable time of the commencement of any violation by such action, to the extent prejudicial to the Company’s ability to defend such action, shall relieve the Company of liability to the Holder pursuant to this Section 7(k) and the Company shall promptly assume the defense of such action, including the employment of counsel, provided that the Holder shall have the right to employ his or her own counsel in any federalsuch case, state or common law rule or regulation applicable to Company but the fees and relating to action or inaction required expenses of such counsel shall be at the expense of the Holder unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Holder shall have reasonably concluded that there may be one or more legal defenses available to him or her which are different from or additional to those available to the Company, in any of which events such registration; PROVIDEDfees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of the Holder. Notwithstanding anything in this Section 7(k) to the contrary, HOWEVER, that the Company shall not be liable for any lossessettlement of any such claim or action effected without its written consent. The Company shall not, claimswithout the prior written consent of the Holder, damages, liabilities settle or judgments arise out ofcompromise any action, or are based upon, any such untrue statement permit a default or omission or allegation thereof based upon information furnished in writing consent to the Company by entry of judgment in or otherwise seek to terminate any pending or threatened action, in respective of which indemnity may be sought hereunder, unless such Selling Holder or on such Selling Holder's behalf for use thereinsettlement, compromise, consent, or by any Holder's failure to deliver a copy termination includes an unconditional release of the Registration Statement Holder from all liability in respect of such action. The Company agrees promptly to notify the Holder of the commencement of any litigation or prospectus proceedings against the Company or any of its officers or directors in connection with the sale of any Registrable Shares or any preliminary prospectus, prospectus, registration statement, or amendment or supplement thereto after being furnished with a sufficient number thereto, or any application relating to any sale of copies thereof by the Companyany Registrable Shares.

Indemnification by Company. The Company agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Selling Holder of Registrable SharesHolder, its the officers, directors, partners members, partners, agents, brokers (including brokers who offer and agents sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each Personof them, if any, each Person who controls any such Selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such person being sometimes hereinafter referred controlling Person, to as an "INDEMNIFIED PERSON") the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and judgments liabilities, costs (including, the without limitation, reasonable legal attorneys’ fees) and expenses incurred in connection with any action(collectively, suit or proceeding) “Losses”), as incurred, arising out of or based upon relating to (i1) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, any Registration Statement Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder prospectus, or arising out of or based upon relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made, ) not misleading, misleading or (ii2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any federalstate securities law, state or common law any rule or regulation applicable to Company and relating to action or inaction required by the Company thereunder, in connection with any such registration; PROVIDEDthe performance of its obligations under this Agreement, HOWEVERexcept to the extent, but only to the extent, that the Company shall not be liable for any losses, claims, damages, liabilities (i) such untrue statements or judgments arise out of, or omissions are based upon, any such untrue statement or omission or allegation thereof based solely upon information regarding such Holder furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by any Holder's failure to deliver such Holder expressly for use in a copy of the Registration Statement Statement, such Prospectus or prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 4(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after being furnished Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 7(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with a sufficient number the transactions contemplated by this Agreement of copies thereof which Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the Companytransfer of any Registrable Securities by any of the Holders in accordance with Section 7(h).

Indemnification by Company. The Company agrees to will indemnify and hold harmless the Holder, each Selling Holder of Registrable Shares, its officers, directors, partners and agents directors and each Personof its officers and each person, if any, who controls such Selling the Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as each, an "INDEMNIFIED PERSON") from and “Indemnified Party”), against any and all losses, claims, damagesdamages or liabilities, liabilities and judgments (includingjoint or several, to which such Indemnified Party may become subject, under the Act, the reasonable legal expenses incurred Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in connection with any action, suit or proceedingrespect thereof) arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus, the Final Prospectus or prospectus any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising arise out of or are based upon any the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or (ii) any violation other expenses reasonably incurred by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company such Indemnified Party in connection with investigating or defending against any such registrationloss, claim, damage or liability (or actions in respect thereof); PROVIDEDprovided, HOWEVERhowever, that the Company shall will not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or allegation thereof based alleged omission from any of such documents in reliance upon information furnished and in writing to conformity with the Company by such Selling Holder or on such Selling Holder's behalf for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the CompanyStockholder Information.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless harmless, to the full extent permitted by law, each Selling Holder holder of Registrable SharesSecurities, its officers, directors, partners directors and agents employees and each Person, if any, person who controls such Selling Holder holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON"Act) from and against any and all losses, claims, damages, liabilities and judgments (including, the reasonable legal expenses incurred in connection with any action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or prospectus amendment (including any post-effective amendment) or in supplement thereto), Prospectus or preliminary Prospectus) or any amendment or supplement thereto thereto, including all documents incorporated therein by reference, or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by or (ii) contained in any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVER, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf holder expressly for use therein, therein or by any Holdersuch holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto Prospectus after being the Company has furnished such holder with a sufficient number of copies thereof by of the Companysame; provided, however, that in the event of an underwritten offering, no holder shall be deemed to have failed to make any such delivery. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each person who controls such persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities, if requested.

Indemnification by Company. The Company agrees to will indemnify and hold harmless each Selling Holder of Registrable Sharesharmless, to the full extent permitted by law, GTS, its officers, officers and directors, partners and agents their Agents and each Person, if any, Person who controls such Selling Holder GTS (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON"Act) from and against any and all losses, claims, damages, liabilities (or actions in respect thereto) and judgments (includingexpenses to which any such Person may be subject, under the reasonable Securities Act or otherwise, and reimburse all such Persons for any legal or other expenses incurred in connection with investigating or defending against any actionsuch losses, suit claims, damages or proceeding) arising liabilities, insofar as such losses, claims, damages or liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any a Registration Statement Statement, Prospectus or preliminary prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or (ii) any violation by except insofar as the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVER, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments same arise out of, of or are based uponupon an untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, any such untrue which statement or omission or allegation thereof based is made therein in reliance upon and in conformity with information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf GTS, expressly for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Company.. Such indemnity shall remain in full force and

Indemnification by Company. The Company agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Selling Holder of Registrable SharesHolder, its the officers, directors, partners members, partners, agents, brokers (including brokers who offer and agents sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such tides, notwithstanding a lack of such title or any other title) of Holder, each Person, if any, Person who controls such Selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such person being sometimes hereinafter referred controlling Person, to as an "INDEMNIFIED PERSON") the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and judgments liabilities, costs (including, the without limitation, reasonable legal attorneys' fees) and expenses incurred in connection with any action(collectively, suit or proceeding) "Losses"), as incurred, arising out of or based upon relating to (i1) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, any Registration Statement Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder prospectus, or arising out of or based upon relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made, ) not misleading, or (ii2) any violation or alleged violation by the Company of the Securities Act, Exchange Act or any federalstate securities law, state or common law any rule or regulation applicable to Company and relating to action or inaction required by the Company thereunder, in connection with any such registration; PROVIDEDthe performance of its obligations under this Agreement, HOWEVERexcept to the extent, but only to the extent, that the Company shall not be liable for any losses, claims, damages, liabilities (i) such untrue statements or judgments arise out of, or omissions are based upon, any such untrue statement or omission or allegation thereof based solely upon information regarding Holder furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf expressly for use therein, or by any to the extent that such information relates to Holder or Holder's failure to deliver proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a copy Registration Statement, such Prospectus or such form of the Registration Statement Prospectus or prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated, defective or otherwise unavailable Prospectus after being furnished with a sufficient number of copies thereof Company has notified Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the CompanyHolder and prior to the receipt by Holder of the Advice contemplated in Section 6(d). Company shall notify the Holder promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which Company is aware.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Selling Holder holder of Registrable SharesSecurities, its officers, directors, partners directors and agents employees and each Person, if any, person who controls such Selling Holder holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON"Act) from and against any and all losses, claims, damages, liabilities and judgments (including, the reasonable legal expenses incurred in connection with any action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or prospectus amendment (including any post-effective amendment) or in supplement thereto), Prospectus or preliminary Prospectus or any amendment or supplement thereto thereto, including all documents incorporated therein by reference, or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by or (ii) contained in any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVER, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf holder expressly for use therein, therein or by any Holdersuch holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto Prospectus after being the Company has furnished such holder with a sufficient number of copies thereof by of the Companysame; provided, however, that in the event of an underwritten offering, no holder shall be deemed to have failed to make any such delivery. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each person who controls such persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities, if requested.

Indemnification by Company. The Company agrees to indemnify and hold harmless each Selling Holder of Registrable Shares, its officers, directors, partners and agents and each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "INDEMNIFIED PERSON") from and against any and all losses, claims, damages, liabilities and judgments (including, the reasonable legal expenses incurred in connection with any action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Company.

Indemnification by Company. The Company agrees to indemnify and hold harmless each Selling Holder of Registrable Shares, its officers, directors, partners and agents and each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "``INDEMNIFIED PERSON"'') from and against any and all losses, claims, damages, liabilities and judgments (including, the reasonable legal expenses incurred in connection with any action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf for use therein, or by any Holder's failure to deliver a copy of the Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Company.

Indemnification by Company. The Company Saxton agrees to indemnify and hold axx xxld ---------------------------- harmless each Selling Holder holder of Registrable SharesVOA Common Stock, its officersany officer, directorsdirector, partners employee or agent of any such holder and agents and each Person, if any, any person or entity who controls any such Selling Holder party within the meaning of either Section 15 of the Securities 1933 Act or of Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an each, and "INDEMNIFIED PERSONIndemnified Holder") from and against any and all lossesloss, claimsclaim, damages, liabilities and judgments liability or expense (including, including the reasonable costs of investigation and legal expenses incurred in connection with any action, suit or proceeding("Claims") arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (including all material and documents incorporated therein by reference) or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a registration hereunder or arising out of or based upon any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, made not misleading, misleading except insofar as such untrue statement or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; PROVIDED, HOWEVER, that the Company shall not be liable for any losses, claims, damages, liabilities or judgments arise out of, or are based upon, any such alleged untrue statement or omission or allegation thereof alleged omission was based upon information furnished in writing to the Company Saxton by such Selling Holder or on such Selling Holder's behalf Indemnified Holdex xxxxessly for use therein, in the document containing such untrue statement or by any Holder's failure to deliver a copy of the Registration Statement alleged untrue statement or prospectus omission or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by the Companyalleged omission.