Common use of Indemnification by Each Holder Clause in Contracts

Indemnification by Each Holder. Each Holder requesting or joining in a registration, will indemnify, severally and not jointly, each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and, provided further, that each Holder’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided further, that each Holder’s 's liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, will indemnifywill, severally and not jointly, each underwriter of if Registrable Securities held by or issuable to such Holder are included in the securities so registeredas to which such registration, qualification or compliance is being effected, indemnify the Company and Company, each of its officers who sign the registration statement and directors and Representatives, each personunderwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls any thereof (the Company within the meaning of the Securities Act) , and their respective successors each other such Holder, each of its Representatives and assigns each person controlling such Holder, against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on (1) any untrue statement (or alleged untrue statement) of any a material fact contained in any prospectussuch Registration Statement, Prospectus, offering circular or other document incident to any registrationdocument, qualification or compliance (or in any related registration statement, notification or the like2) or any omission (or alleged omission) to state therein any a material fact required to be stated therein or necessary to make the statements therein not misleading, and or (3) any violation by such Holder will reimburse each underwriterof the Securities Act, the Company and each other person indemnified pursuant to this paragraph for Securities Exchange Act, any legal and state securities law or any other expenses reasonably incurred rule or regulation promulgated under the Securities Act, the Securities Exchange Act, or any state securities law in connection with investigating the offering covered by such Application, in each case of (1) and (2) to the extent, but only to the extent, that such untrue statement (or defending alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder specifically for use therein; provided, however, the total amount for which any Holder shall be liable under this Section shall not in any event exceed the aggregate net proceeds received by such Holder from the sale of Registrable Securities held by such Holder in such registration. Notwithstanding the foregoing, the indemnity agreement contained in this Section shall not apply to amounts paid in settlement of any such claim, loss, damage, liability liability, or action; provided, however, that this paragraph shall apply only action if (and only to such settlement is effected without the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by consent of such Holder and stated to (which consent shall not be specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and, provided further, that each Holder’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registrationunreasonably withheld).

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each personPerson, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person Person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided further, that each Holder’s 's liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each personPerson, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person Person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by such Holder in writing and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided further, that each Holder’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder holder of Registrable Securities requesting or joining in a registration, will indemnify, severally and not jointly, each underwriter of the securities so registered, will indemnify each other holder, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an any instrument duly executed by such Holder holder or underwriter and stated by such holder or underwriter to be specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and, provided further, that . The maximum liability under this paragraph (b) of each Holder’s liability hereunder with respect to holder joining in any particular registration shall be limited to an the aggregate amount equal to the net of all sales proceeds actually received by such Holder from holder upon the sale of such holder's Registrable Securities sold by such Holder in connection with such registration.

Indemnification by Each Holder. Each Subject to the limitations set forth below, each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each personPerson, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementcompliance, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person Person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and, provided further, that . The maximum liability under this paragraph (b) of each Holder’s liability hereunder with respect to Holder joining in any particular registration shall be limited to an the aggregate amount equal to the net of all sales proceeds actually received by such Holder from upon the sale of such Holder's Registrable Securities sold by such Holder in connection with such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each personPerson, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will xxxx reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon and in conformity written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided further, that each Holder’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided further, that each Holder’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each personPerson, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person Person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided further, that each Holder’s 's liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration; and provided, further, that no such Holder shall be required to indemnify any Person for damages caused by any Person continuing to use a prospectus (prior to its amendment or supplementation) more than three days after the Company has received a notice from such Holder of any such untrue statement or omission contained in such prospectus.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by any such Holder and stated to be specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and, and provided further, further that each Holder’s 's liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, will indemnify, severally and not jointly, each underwriter of the securities so registered, will indemnify the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and, if required by the underwriter effecting the related registration, such underwriter, and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph 3.8.2 for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph 3.8.2. shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an any instrument duly executed by such Holder or underwriter and stated to be exclusively and specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and, provided further, that each Holder’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration. 3.8.3.

Indemnification by Each Holder. Each Holder requesting or ------------------------------ joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only -------- ------- if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by any such Holder and stated to be specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and, and provided further, further that each Holder’s 's liability hereunder with -------- respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities Warrant Shares sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, ------------------------------ Registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registeredRegistered, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, Registration. qualification or compliance (or in any related registration statement, . notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder Xxxxxx will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, . loss, . damage, liability or action; provided, however, that this paragraph (b) shall apply only -------- ------- if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by any such Holder and stated to be specifically for use in such prospectus, . offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and, : and provided further, further that each Holder’s 's liability hereunder with -------- respect to any particular registration Registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registrationRegistration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, will indemnify, severally and not jointly, each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each personPerson, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person Person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an any instrument duly executed by such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided further, that . The maximum liability under this paragraph (b) of each Holder’s liability hereunder with respect to Holder joining in any particular registration shall be limited to an the aggregate amount equal to the net of all sales proceeds actually received by such Holder from upon the sale of such Holder's Registrable Securities sold by such Holder in connection with such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by any such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided furtherPROVIDED FURTHER, that each Holder’s 's liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, will indemnify, severally and not jointly, each underwriter of the securities so registered, will indemnify each other Holder, the Company and its officers who sign the registration statement their respective officers, directors, partners and directors affiliates, and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal fees and expenses, and any other expenses expenses, reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an any instrument duly executed by such Holder or underwriter and stated by such Holder or underwriter to be specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and, provided further, that . The maximum liability under this paragraph (b) of each Holder’s liability hereunder with respect to any particular registration Holder shall be limited to an the aggregate amount equal to the net of all sales proceeds actually received by such Holder from upon the sale of such Holder's Registrable Securities sold by such Holder in such registrationpursuant to the Registration Statement.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided furtherPROVIDED FURTHER, that each Holder’s 's liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each personPerson, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided further, that each Holder’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement by such Holder (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement 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 any action or inaction required of such Holder in connection with any such registration, qualification or compliance, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by any such Holder and stated to be specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; and, and provided further, that each that, except in case of a Holder’s willful misconduct or fraud, such Holder’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining including Registrable Securities in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) any of the foregoing, and their respective successors and assigns assigns, against any and all claims, losses, damages and liabilities (or actions in respect thereof) Damages arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementstatement (or any amendment or supplement thereto), notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph shall apply but only if (and only to the extent that) that such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; andprovided, provided however, that the indemnity agreement contained in this Section 3.7(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, delayed or conditioned; and provided, further, that each Holder’s liability hereunder with respect to any particular registration shall will be limited to an aggregate amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointlyindemnify each other holder, each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact relating to such Holder contained in any prospectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein any material fact relating to such Holder required to be stated therein or necessary to make the statements therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission relating to such Holder was made in reliance upon and in conformity with written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto; andand provided, provided further, that each Holder’s 's liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally and not jointly, indemnify each underwriter of the securities so registered, the Company and its officers who sign the registration statement and directors and each personPerson, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, and such Holder will reimburse each underwriter, the Company and each other person Person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an any instrument duly executed by such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided further, that . The maximum liability under this paragraph (b) of each Holder’s liability hereunder with respect to Holder joining in any particular registration shall be limited to an the aggregate amount equal to the net of all sales proceeds actually received by such Holder from upon the sale of such Holder's Registrable Securities sold by such Holder in connection with such registration.

Indemnification by Each Holder. Each Holder requesting or joining in a registration, registration will indemnify, severally indemnify the Company and not jointly, each underwriter of the securities so registered, the Company and its officers who sign the registration statement and officers, directors and partners of each personsuch Person and each Person, if any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any prospectusProspectus, offering circular or other document incident to any registration, qualification or compliance (or in any related registration statementRegistration Statement, notification or the like) or any omission (or alleged omission) to state therein any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and such Holder will reimburse each underwriter, the Company and each other person Person indemnified pursuant to this paragraph (b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, whether or not otherwise resulting in liability; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission was made in reliance upon written information furnished to such underwriter or the Company in an instrument duly executed by such Holder and stated to be specifically for use in such prospectusProspectus, offering circular or other document (or related registration statementRegistration Statement, notification or the like) or any amendment or supplement thereto; and, provided further, that each Holder’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration.