Common use of Indemnification by Each Holder Clause in Contracts

Indemnification by Each Holder. Each Holder will, severally and not jointly, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its Representatives, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company within the meaning of the Securities Act, and each other such Holder, each of its Representatives and each person controlling such Holder, against damages arising out of or based on (1) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, (2) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (3) any violation by such Holder of the Securities Act, the Securities Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Securities Exchange Act, or any state securities law in connection with 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 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, or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld).

Indemnification by Each Holder. Each Holder will, severally agrees to indemnify and not jointly, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify hold harmless the Company, and each of its Representativestrustees and officers (including each trustee and officer of the Company who signed a Registration Statement), and each underwriterperson, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities ActAct or Section 20 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as follows: (a) against any and each other such Holderall loss, each of its Representatives liability, claim, damage and each person controlling such Holderexpense whatsoever, against damages as incurred, arising out of or based on (1) upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, (2) any omission Statement (or any amendment thereto) pursuant to which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or (3) any violation by such Holder the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the Securities Actcircumstances under which they were made, not misleading; (b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the Securities Exchange Actextent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any state securities law governmental agency or body, commenced or threatened, or of any rule claim whatsoever based upon any such untrue statement or regulation promulgated under the Securities Act, the Securities Exchange Actomission, or any state securities law in connection such alleged untrue statement or omission, if such settlement is effected with the offering covered written consent of Holder, which consent shall not be unreasonably withheld; and (c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by such Applicationany governmental agency or body, commenced or threatened, in each case of (1) and (2) to the extentwhether or not a party, but only to the extent, that or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (a) or (b) above; PROVIDED, HOWEVER, that the indemnity provided pursuant to this Section 2.2 shall only apply with respect to any loss, liability, claim, damage or expense to the extent arising out of (i) any untrue statement or omission or alleged untrue statement) 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 or on behalf of such Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), or (ii) such Holder's failure to deliver an instrument duly executed amended or supplemental Prospectus (provided such Holder was notified pursuant to Section 1.5, or otherwise, of the need for an amended or supplemental Prospectus) if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 2.2, no Holder shall be required to indemnify the Company, its officers, trustees or control persons with respect to any amount in excess of the amount of the total proceeds to such Holder from sales of such Holder's Registrable Securities under the Registration Statement (after deducting the amounts already paid to the Company by such Holder specifically for use therein; provided, however, the total amount for which any Holder shall be liable under pursuant to 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, or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld2.2).

Indemnification by Each Holder. Each Holder will(and each permitted assignee of a Holder, severally on a several basis) agrees to indemnify and not jointly, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify hold harmless the Company, and each of its Representativestrustees and officers (including each trustee and officer of the Company who signed a Registration Statement), and each underwriterperson, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows: (i) against any and each other such Holderall loss, each of its Representatives liability, claim, damage and each person controlling such Holderexpense whatsoever, against damages as incurred, arising out of or based on (1) upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, (2) any omission Statement (or any amendment thereto) pursuant to which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or (3) any violation by such Holder the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the Securities Actcircumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the Securities Exchange Actextent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any state securities law governmental agency or body, commenced or threatened, or of any rule claim whatsoever based upon any such untrue statement or regulation promulgated under the Securities Act, the Securities Exchange Actomission, or any state securities law in connection such alleged untrue statement or omission, if such settlement is effected with the offering covered written consent of such Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by such Applicationany governmental agency or body, commenced or threatened, in each case of (1) and (2) to the extentwhether or not a party, but only to the extent, that or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that the indemnity provided pursuant to this Section 3.5 shall only apply with respect to any loss, liability, claim, damage or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement) 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 expressly for use therein; providedin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) such Holder's failure to deliver an amended or supplemental Prospectus if such loss, howeverliability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 3.5, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, trustees or control persons with respect to any amount in excess of the amount of the total amount for which any proceeds to such Holder or such permitted assignee, as the case may be, from sales of the Registrable Securities of such Holder under the Registration Statement, and no Holder shall be liable under this Section shall not in 3.5 for 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 statements or omissions of any such claim, loss, damage, liability, or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld)other Holder.

Indemnification by Each Holder. Each Holder will, severally and not jointly, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its Representatives, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company within the meaning of the Securities Act, and each other such Holder, each of its Representatives and each person controlling such Holder, against damages arising out of or based on (1) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, (2) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (3) any violation by such Holder of the Securities Act, the Securities Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Securities Exchange Act, or any state securities law in connection with 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 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 6.2 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, or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld).

Indemnification by Each Holder. Each Holder willHolder, severally individually and not jointly, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, shall indemnify and hold harmless the Company, each of its Representativesdirectors, each underwriterof its officers and its legal counsel and independent accountants, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold), and each Person, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company within the meaning of the Securities Act1933 Act and the 1934 Act (the "Company Indemnified Parties") and the Holder Indemnified Parties (other than such indemnifying Holder and its controlling Persons, Affiliates, partners, directors, officers, employees and agents) from and against any Loss to which such Company Indemnified Parties and/or Holder Indemnified Parties may become subject, and subject to Section 6.03, also shall indemnify and reimburse each other such Holder, each of its Representatives Company Indemnified Party and each person controlling such HolderHolder Indemnified Party for all reasonable fees, costs and expenses (including reasonable fees and disbursements of counsel) in connection with preparing for, defending against damages arising or settling, prosecuting any appeal of any judgment entered in, or otherwise as a result of any claim, action, suit, hearing, proceeding or investigation, in each case insofar and to the extent (and only insofar and to the extent) as such Loss or such claim, action, suit, hearing, proceeding or investigation arises out of or is based on (1) upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement pursuant to which any Registrable Shares of such Registration StatementHolder were offered and sold or in any related preliminary, Prospectusfinal or summary prospectus, offering circular or other documentin any amendment thereof or supplement thereto, (2) or any omission (or alleged omission) 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 which they were made, not misleading, if the statement or (3) any violation by omission related to information about such Holder or its proposed plan of distribution of the Securities Act, the Securities Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Securities Exchange Act, or any state securities law in connection with the offering Registrable Shares of such Holder covered by such Application, in each case of (1) Registration Statement and (2) to the extent, but only to the extent, that such untrue statement (was made or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular or other document omitted in reliance upon and in conformity with written the latest information furnished to about such Holder or its proposed plan of distribution of the Company Registrable Shares of such Holder covered by an instrument duly executed such Registration Statement which was provided by such Holder in writing and stated in writing to be specifically for use inclusion 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 that such Holder will not indemnify or hold harmless any Company Indemnified Party and/or Holder Indemnified Party from or against any such Loss, fee, cost or expense if the sale of Registrable Securities held by untrue statement, omission or alleged untrue statement or omission upon which such Holder in such registration. Notwithstanding the foregoing, the indemnity agreement Losses or expenses are based was contained in this Section shall not apply to amounts paid in settlement of or omitted from (as the case may be) any such claimpreliminary prospectus, loss, damage, liabilityprospectus or summary prospectus, or action if any amendment thereof or supplement thereto, used after such settlement is effected without time as the consent Company was advised in writing by or on behalf of such Holder (which consent shall not that the information about such Selling Holder contained therein needs to be unreasonably withheld)corrected, revised or supplemented.

Indemnification by Each Holder. Each To the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration, qualification qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its Representativesdirectors, each underwriterof its officers who has signed the registration statement, each Person, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company within the meaning of the Securities Act and any underwriter, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, legal counsel, controlling Person underwriter may become subject under the Securities Act, and each the Exchange Act or other United States federal or state law, insofar as such Holderlosses, each of its Representatives and each person controlling such Holderclaims, against damages arising or liabilities (or actions in respect thereto) arise out of or are based on upon any of the following statements, omissions or Violations, in each case to the extent (1and only to the extent) any that such statement, omission or Violation occurs (without correction prior to the effectiveness of such registration, qualification or compliance) in sole reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration: (i) untrue statement (or alleged untrue statement) statement of a material fact contained in such registration statement, including any such Registration Statement, Prospectus, offering circular preliminary prospectus or other document, final prospectus contained therein or any amendments or supplements thereto; or (2ii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, and the Investor shall reimburse any legal or (3) any violation other expenses reasonably incurred by such Holder of the Securities Act, the Securities Exchange Act, any state securities law Company or any rule such director, officer, controlling Person or regulation promulgated under the Securities Act, the Securities Exchange Act, or any state securities law underwriter in connection with the offering covered by investigating or defending any such Applicationloss, in each case of (1) and (2) to the extentclaim, but only to the extentdamage, that such untrue statement (liability or 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 thereinaction; 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, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, loss, damage, liability, liability or action if such settlement is effected without the consent of such Holder (the Investor, which consent shall not be unreasonably withheld); and provided, further, that except for liability for willful fraud or misrepresentation, in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds received by the Investor in such registration.

Indemnification by Each Holder. Each Holder will, severally and not jointly, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its Representatives, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company within the meaning of the Securities Act, and each other such Holder, each of its Representatives and each person controlling such Holder, against damages arising out of or based on (1) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, (2) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (3) any violation by such Holder of the Securities Act, the Securities Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Securities Exchange Act, or any state securities law in connection with 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 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 b 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, or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld).