Common use of Indemnification by Holder of Registrable Securities Clause in Contracts

Indemnification by Holder of Registrable Securities. In connection with the Registration Statement and each UCO Registration Statement, each holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and the UCO Registration Statement and any prospectus included therein and agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, agents and employees of each such controlling person, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent that such untrue or alleged untrue statement or omission or alleged omission is contained in any information so furnished in writing to the Company by or on behalf of such holder included in the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, 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 such holder expressly for use in the Registration Statement, such Prospectus, such form of Prospectus or such preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus; provided, however, that such holder shall not be obligated to provide such indemnification to the extent liability resulted from the Company's failure to amend or take action promptly to correct or supplement the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, after receiving written notice from such holder of such untrue or alleged untrue statement or omission or alleged omission. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder of Registrable Securities. In connection with the any Registration Statement and each UCO Registration Statementin which a Holder of Registrable Securities is participating, each holder such Holder of Registrable Securities or an authorized officer of such Holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the any Registration Statement or any Prospectus and the UCO Registration Statement and any prospectus included therein and agrees, severally and not jointly, to indemnify indemnify, to the full extent permitted by law, the Company and hold harmless the Company, its respective directors, officers, agents and employees, employees each person Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directors, agents and or employees of each such controlling person, to the fullest extent lawfulpersons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein (in the case of any Prospectus or form of prospectus or any amendment or supplement thereto or any preliminary prospectus, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading misleading, to the extent extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in in, any information so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus and that such statement or omission was relied upon by or on behalf the Company in preparation of such holder included in the Registration Statement, such Prospectus, any Prospectus or form of Prospectus or any preliminary Prospectusprospectus; PROVIDED, or any UCO Registration StatementHOWEVER, any prospectus included therein, any form that such Holder of such prospectus or Registrable Securities shall not be liable in any such preliminary prospectus, or case 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 the Holder has furnished in writing by to the Company within a reasonable period of time prior to the filing of any such holder Registration Statement or Prospectus or amendment or supplement thereto information expressly for use in the such Registration Statement, such Prospectus, such form of Prospectus Statement or such preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus; provided, however, that such holder shall not be obligated to provide such indemnification to the extent liability resulted from the Company's failure to amend or take action promptly to correct or supplement the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectusamendment or supplement thereto which corrected or made not misleading, or any UCO Registration Statementinformation previously furnished to the Company, any prospectus included and the Company failed to include such information therein, any form of such prospectus or any such preliminary prospectus, after receiving written notice from such holder of such untrue or alleged untrue statement or omission or alleged omission. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party.

Indemnification by Holder of Registrable Securities. In connection with the Registration Statement and each UCO Registration Statement, each holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and the UCO Registration Statement and any prospectus included therein and agrees, severally and not jointly, to indemnify and hold harmless the Company, its directorstrustees, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, agents and employees of each such controlling person, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in each case to the extent that such untrue or alleged untrue statement or omission or alleged omission is contained in any information so furnished expressly for inclusion in such registration statement and is furnished in writing to the Company by or on behalf of such holder included in the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, 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 such holder expressly for use in the Registration Statement, such Prospectus, such form of Prospectus or such preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus; provided, however, that such holder shall not be obligated to provide such indemnification to the extent liability resulted from the Company's failure to amend or take action promptly to correct or supplement the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, after receiving written notice from such holder of such untrue or alleged untrue statement or omission or alleged omission. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Notwithstanding anything in this Section 7(b), no trustee, shareholder, officer, employee or agent of any holder (i) that is a Massachusetts business trust and (ii) established pursuant to a Declaration of Trust (a copy of which, together with all amendments thereto (collectively, the "Declaration"), is on file in the office of the Secretary of the Commonwealth of Massachusetts) provided that the name of such holder trust refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally, shall be held to any personal liability hereunder, and no resort shall be had to their private property (other than as specifically provided in such Declaration) for the satisfaction of any indemnification obligation hereunder, but only to the assets and estate of such holder trust.

Indemnification by Holder of Registrable Securities. In connection with the Registration Statement and each UCO Registration Statement, each holder Each Holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement or any Prospectus and the UCO Registration Statement and any prospectus included therein and agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers, agents directors and employees, each officer who signed such Registration Statement and each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each other person whose securities are sold under the Prospectus which is a part of such Registration Statement (and such person's officers, directors, agents directors and employees and each person who controls such person within the meaning of each such controlling person, to Section 15 of the fullest extent lawfulSecurities Act), from and against any and all Losses arising losses, claims, damages and liabilities (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Company or any other such person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, 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 the any Registration Statement, any Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectusamendment or supplement thereto, or arising out of or based upon any (ii) the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, to the extent that such untrue losses, claims, damages, liabilities or alleged actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or alleged omission is contained any amendment or supplement thereto, in any reliance upon and in conformity with information so furnished in writing to the Company by or on behalf of such holder included in the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, 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 such holder Holder expressly for use in the Registration Statement, such Prospectus, such form of Prospectus or such preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus; provided, however, provided that such holder shall not be obligated to provide such indemnification to the extent liability resulted from the Company's failure to amend or take action promptly to correct or supplement the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, after receiving written notice from such holder of such untrue or alleged untrue statement or omission or alleged omission. In in no event shall the aggregate liability of any selling holder Holder of Registrable Securities hereunder be greater in amount than exceed the dollar amount of the net proceeds received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.. The Company and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with the any Registration Statement and each UCO Registration Statement, each in which a holder of Registrable Securities shall furnish is participating, such holder agrees to indemnify, to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and the UCO Registration Statement and any prospectus included therein and agreesfullest extent permitted by law, severally and not jointly, to indemnify and hold harmless the Company, its officers, directors, officers, agents and employees, each person Person who controls the Company (within the meaning of Section section 15 of the Securities Act or Section and section 20 of the Exchange Act), and the officers, directors, agents and or employees of each such controlling person, to the fullest extent lawfulpersons, from and against all Losses arising out of or based upon any untrue or alleged allegedly untrue statement of a material fact contained in the any Registration Statement, any Prospectus, any Prospectus or form of Prospectus or in any preliminary Prospectus, amendment or supplement thereto or in any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, to the extent extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained in any information so furnished in writing by such holder to the Company expressly for use in such Registration Statement or Prospectus and such information was solely relied upon by or on behalf the Company in preparation of such holder included in the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, and such information, if it contains an untrue statement or to the extent that such information relates to such holder has an omission, was not timely corrected, updated or such holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved supplemented in a writing by such holder to the Company expressly for use in the such Registration Statement, such Statement or Prospectus, such form of Prospectus or such preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus; provided, however, that such holder shall not be obligated to provide such indemnification to the extent liability resulted from the Company's failure to amend or take action promptly to correct or supplement the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, after receiving written notice from such holder of such untrue or alleged untrue statement or omission or alleged omission. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder of Registrable Securities. In connection with the Registration Statement and event of the registration of any Registrable Securities under the Securities Act pursuant to the provisions hereof each UCO Registration Statement, each holder of Holder on whose behalf such Registrable Securities shall furnish have been registered will, to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and the UCO Registration Statement and any prospectus included therein and agreesextent permitted by law, severally and not jointly, to indemnify and hold harmless the Company, its directors, officers, agents and employeesCorporation, each person director of the Corporation, each officer of the Corporation who signs the registration statement, each underwriter, broker and dealer, if any, who participates in the offering and sale of such Registrable Securities and each other person, if any, who controls the Company (Corporation or any such underwriter, broker or dealer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each such person being hereinafter sometimes referred to as an “indemnified person”), and the officersagainst any losses, directorsclaims, agents and employees of each such controlling persondamages or liabilities, joint or several, to which the fullest extent lawfulCorporation, from such director, officer, underwriter, broker or dealer or controlling person may become subject under the Securities Act, the Exchange Act, state securities laws and against all Losses arising Blue Sky laws or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement, any Prospectus, any form of Prospectus registration statement or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectusamendment or supplement thereto or any document incorporated by reference therein, or arising arise out of or are based upon any the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent that such misleading, which untrue statement or alleged untrue statement or omission or alleged omission is contained has been made or incorporated therein in any reliance upon and in conformity with written information so furnished in writing to the Company by or on behalf of such holder included in the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, 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 Corporation by such holder expressly Holder stating specifically that it is for use in preparation thereof, and will reimburse the Registration Statement, Corporation and each such Prospectus, such form of Prospectus indemnified person for any legal or any other expenses reasonably incurred by the Corporation or such preliminary Prospectus, indemnified person in connection with investigating or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or defending any such preliminary prospectusloss, claim, damage, liability or action; provided, however, that the obligations of each holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of securities sold as contemplated herein; and provided, further, that no holder shall have any obligation hereunder or be liable with respect to any settlement of any action or proceeding effected without its written consent, which consent shall not be obligated to provide such indemnification to the extent liability resulted from the Company's failure to amend unreasonably withheld, delayed or take action promptly to correct or supplement the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, after receiving written notice from such holder of such untrue or alleged untrue statement or omission or alleged omission. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationconditioned.

Indemnification by Holder of Registrable Securities. In connection with the any Registration Statement and each UCO Registration Statementin which a holder of Registrable Securities is participating, each such holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the any Registration Statement or any Prospectus and agrees to indemnify, to the UCO Registration Statement and any prospectus included therein and agreesfullest extent permitted by law, severally and not jointly, to indemnify and hold harmless the Company, its directors, officers, accountants, agents and employees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directors, agents and or employees of each such controlling personpersons, to and each underwriter, if any, and each person who controls such underwriter (within the fullest extent lawfulmeaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based upon on any untrue or alleged untrue statement of a material fact contained in the Registration Statementany such registration statement, any Prospectusprospectus, any form of Prospectus offering circular, or any preliminary Prospectusother document, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse the Company and such directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent extent, but only to the extent, that such untrue or alleged untrue statement or omission is made in such registration statement, prospectus, offering circular, or alleged omission is contained other document in any reliance upon and in conformity with written information so furnished in writing to the Company by or on behalf of such holder included in the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, 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 such holder expressly specifically for use in connection with the Registration Statement, such Prospectus, such form of Prospectus or such preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form preparation of such prospectus registration statement, prospectus, offering circular or any such preliminary prospectus; other document provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be obligated to provide such indemnification to the extent liability resulted from the Company's failure to amend or take action promptly to correct or supplement the Registration Statementunreasonably withheld); and provided, such Prospectusfurther, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, after receiving written notice from such holder of such untrue or alleged untrue statement or omission or alleged omission. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the dollar amount of the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement becomes effective or in the final prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final prospectus filed pursuant to such indemnification obligationrules, together with all supplements and addenda thereto was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder of Registrable Securities. In connection with the any Registration Statement and each UCO Registration Statementin which a Holder of Registrable Securities is participating, each holder such Holder of Registrable Securities or an authorized officer of such Holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the any Registration Statement or any Prospectus and the UCO Registration Statement and any prospectus included therein and agrees, severally and not jointly, to indemnify indemnify, to the full extent permitted by law, the Company and hold harmless the Company, its respective directors, officers, agents and employees, employees each person Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directors, agents and or employees of each such controlling person, to the fullest extent lawfulpersons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein (in the case of any Prospectus or form of prospectus or any amendment or supplement thereto or any preliminary prospectus, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading misleading, to the extent extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in in, any information so furnished in writing by such Holder to the Company by or on behalf of such holder included in the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, 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 such holder expressly for use in such Registration Statement or Prospectus and that such statement or omission was relied upon by the Company in preparation of such Registration Statement, such Prospectus, such Prospectus or form of Prospectus or such preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus; provided, however, that such holder Holder of Registrable Securities shall not be obligated to provide liable in any such indemnification case to the extent liability resulted from that the Company's failure Holder has furnished in writing to amend the Company within a reasonable period of time prior to the filing of any such Registration Statement or take action promptly to correct Prospectus or amendment or supplement the thereto information expressly for use in such Registration Statement, such Prospectus, any form of Statement or Prospectus or any preliminary Prospectusamendment or supplement thereto which corrected or made not misleading, or any UCO Registration Statementinformation previously furnished to the Company, any prospectus included and the Company failed to include such information therein, any form of such prospectus or any such preliminary prospectus, after receiving written notice from such holder of such untrue or alleged untrue statement or omission or alleged omission. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party.

Indemnification by Holder of Registrable Securities. In connection with If the Registration Statement and each UCO Holder's Registrable Securities are sold under a Prospectus which is a part of a Registration Statement, each holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and the UCO Registration Statement and any prospectus included therein and agrees, severally and not jointly, Holder agrees to indemnify and hold harmless the Company, its directors, officers, agents directors and employees, each officer who signed such Registration Statement and each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each other person whose securities are sold under the Prospectus which is a part of such Registration Statement (and such person's officers, directors, agents directors and employees and each person who controls such person within the meaning of each such controlling person, to Section 15 of the fullest extent lawfulSecurities Act), from and against any and all Losses arising losses, claims, damages and liabilities (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Company or any other such person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, 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 the any Registration Statement, any Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectusamendment or supplement thereto, or arising out of or based upon any (ii) the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, to the extent that such untrue losses, claims, damages, liabilities or alleged actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or alleged omission is contained any amendment or supplement thereto, in any reliance upon and in conformity with information so furnished in writing to the Company by or on behalf of such holder included in the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, 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 such holder expressly for use in the Registration Statement, such Prospectus, such form of Prospectus or such preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus; provided, however, that such holder shall not be obligated to provide such indemnification to the extent liability resulted from the Company's failure to amend or take action promptly to correct or supplement the Registration Statement, such Prospectus, any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, after receiving written notice from such holder of such untrue or alleged untrue statement or omission or alleged omission. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.