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

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any the Shelf Registration Statement in which or a Piggyback Registration, each holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any the Shelf Registration, a Demand Registration Statement in which or a Piggyback Registration, each holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any a Registration Statement in which a Statement, each holder of Registrable Securities is participating, each such holder will covered thereby shall furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement (or amendment (including any post-effective amendment) or supplement thereto) or Prospectus (or any amendment or supplement thereto) and agrees to indemnifyshall indemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person person who controls the Corporation Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from arising out of any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement (or amendment (including any post-effective amendment) or supplement thereto) or Prospectus or preliminary Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement is contained or omission is contained required to be in any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such Registration Statement (or Prospectusamendment (including any post-effective amendment) or supplement thereto) or Prospectus (or any amendment or supplement thereto). In no event shall the The liability of any selling holder of Registrable Securities hereunder be greater in amount than shall not exceed the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons persons specifically for inclusion in any Prospectus or Registration StatementStatement (or amendment (including any post-effective amendment) or supplement thereto).

Indemnification by Holder of Registrable Securities. In connection with any each Registration Statement in which a Statement, each selling holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to shall indemnify, to the full same extent permitted as the indemnification provided by lawthe Company in Section 6(a), the CorporationCompany, its directors and officers each officer who signs the Registration Statement and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any but only insofar as such losses, claims, damages, damages and liabilities and expenses resulting from arise out of or are based upon any untrue statement or omission or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated which was made in the Registration Statement or Statement, the Prospectus or preliminary Prospectus prospectus or necessary to make the statements therein not misleadingany amendment thereof or supplement thereto, to the extent, but only to the extent, that such untrue statement or omission is contained in any reliance upon and in conformity with information or affidavit so furnished in writing by such selling holder of Registrable Securities to the Corporation Company specifically for inclusion in such Registration Statement or Prospectususe therein. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such any selling holder upon of Registrable Securities from the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals underwriters participating in the distribution, in the underwriting agreement pursuant to the same extent as provided above which such sales are made, with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus Prospectus, Registration Statement or Registration Statementpreliminary prospectus or any amendment thereof or supplement thereto.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder Holder of Registrable Securities is participating, each such holder will Holder of Registrable Securities shall furnish to the Corporation Company in writing such information and affidavits relating to such Holder, as such, or the Registrable Securities being sold by such Holder (the "Holder Information") as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, the CorporationCompany, its directors directors, officers, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit Holder Information so furnished in writing by such holder Holder to the Corporation specifically Company expressly for inclusion use in such Registration Statement or ProspectusProspectus and that such Holder Information was solely relied upon by the Company in preparation of such Registration Statement, Prospectus or preliminary prospectus. 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 upon Holder directly from the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as provided above with respect to information so furnished in writing by such Persons specifically expressly for inclusion use in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a the Shelf Registration, each holder of Registrable Securities is participating, each such holder will furnish to the Corporation Issuer in writing such information and affidavits as the Corporation Issuer reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationIssuer, its directors and officers and each Person who controls the Corporation Issuer (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to such holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by such holder to the Corporation Issuer specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Issuer shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any a Registration Statement in which a Statement, each holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information covered thereby shall severally and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus not jointly indemnify and agrees to indemnifyhold harmless, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person person who controls the Corporation Company who is not a Selling Shareholder (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from arising out of any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement (or amendment (including any post-effective amendment) or supplement thereto) or Prospectus or preliminary Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement is contained or omission is contained required to be in any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such the Registration Statement (or Prospectus. In no event shall the liability of amendment (including 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 obligationpost-effective amendment) or supplement thereto) or Prospectus (or any amendment or supplement thereto). The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons persons specifically for inclusion in any Prospectus or Registration Statement (or amendment (including any post-effective amendment) or supplement thereto). The obligation of each holder of Registrable Securities to indemnify as provided in this Section 5(b) shall in any event be limited to the net proceeds received by such holder from securities sold pursuant to the Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement such registration statement or Prospectus prospectus and agrees to indemnify, to the full extent permitted by law, the CorporationCompany, its directors and officers and officers, each Person who controls the Corporation Company (within the meaning of the Securities Act and the Exchange Act) and all other prospective sellers and their respective directors, officers and controlling Persons (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from (or actions in respect thereof) arising out of or based upon any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary Prospectus any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any written information or affidavit so furnished in writing by or on behalf of such holder specifically for such registration statement or prospectus and then only to the Corporation specifically for inclusion in such Registration Statement or Prospectus. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount extent of the total proceeds received by such holder upon of Registrable Securities. Subject to the sale provisions of Section 8(c), the holders of Registrable Securities giving rise to such indemnification obligation. The Corporation shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distributionwill reimburse, to the same extent of the total proceeds received by the holders of Registrable Securities, the Company, its officers, directors and controlling Persons and all other prospective sellers and their respective directors, officers and controlling Persons for any reasonable legal and other expenses as provided above incurred in connection with respect to information so furnished in writing by investigation or defending any such Persons specifically for inclusion in any Prospectus losses, claims, damages, liabilities, expenses or Registration Statementactions.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a registration pursuant to the terms of this Agreement, the holder of Registrable Securities is participating, each included in such holder registration will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests concerning the holder or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full fullest extent permitted by law, the CorporationCompany, its directors and officers and each Person person who controls the Corporation Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expenses expense resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such the holder of Registrable Securities to the Corporation Company specifically for inclusion in such Registration Statement or ProspectusProspectus and that such information was substantially relied upon by the Company in preparation of the Registration Statement or Prospectus or any amendment or supplement thereto. In no event shall the liability of any selling the holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of all expense paid by such holder and the amount of any damages such holder has otherwise been required to pay by reason of such untrue statement or omission) received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any the Registration Statement in which a of Registrable Securities, each holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyto, severally and not jointly, indemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors directors, managers and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act) (the "REGISTRANT INDEMNIFIED PARTIES") against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to a holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by or on behalf of such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Registrant Indemnified Parties shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by or on behalf of such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement such registration statement or Prospectus prospectus and agrees to indemnify, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary Prospectus any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any written information or affidavit so furnished in writing by such holder specifically for such registration statement and then only to the Corporation specifically for inclusion in such Registration Statement or Prospectus. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount extent of the net proceeds received by such holder upon the sale of the Registrable Securities. The holders of Registrable Securities giving rise to such indemnification obligation. The Corporation shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distributionwill reimburse, to the same extent of the net proceeds received by the holders of Registrable Securities, the Company, its officers, directors and controlling persons for any legal and other expenses as provided above incurred in connection with respect to information so furnished in writing by investigation or defending any such Persons specifically for inclusion in any Prospectus losses, claims, damages, liabilities, expenses or Registration Statementactions.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Each holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless the Company and its directors, to the full extent permitted by lawofficers, the Corporationemployees and agents, its directors and officers and each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus prospectus or preliminary Prospectus prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectusprospectus. 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. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons persons specifically for inclusion in any Prospectus prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Piggy Back Registration, each holder of Registrable Securities is participating, each such holder included therein will furnish to the Corporation Holdings in writing such information and affidavits as the Corporation Holdings reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full fullest extent permitted by law, the CorporationHoldings, its directors and officers and each Person who controls the Corporation Holdings (within the meaning of the Securities Act) against any losses, claims, claims damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to a holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by such holder to the Corporation Holdings specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Holdings shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Each holder of Registrable Securities is participatingagrees severally and not jointly to indemnify and hold harmless the Company, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Corporation, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), each other holder and their respective partners, directors, officers, employees, agents, and Affiliates against any losses, claims, damages, liabilities and expenses (including without limitation the reasonable fees and disbursements of counsel for such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened by any other Person) resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement Statement, Prospectus, preliminary prospectus or Prospectus any post-effective amendment or preliminary Prospectus supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectustherein. 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. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement., Prospectus, preliminary prospectus or any post-effective amendment or supplement thereto. c.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder registration pursuant to the terms of Registrable Securities is participatingthis Agreement, each such holder Investor severally will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and severally (and not jointly) agrees to indemnifyindemnify and hold harmless, to the full fullest extent permitted by law, the CorporationCompany, its directors and officers directors, officers, employees, stockholders and each Person person who controls the Corporation Company (within the meaning of the Securities Act1000 Xxx) against any losses, claims, damages, liabilities and expenses expense (including reasonable attorney's fees) resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder of Registrable Securities to the Corporation Company specifically for inclusion in such Registration Statement or ProspectusProspectus or amendment or supplement thereto and that such information was substantially relied upon by the Company in preparation of the Registration Statement or Prospectus or any amendment or supplement thereto. In no event shall the liability of any selling a holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of all expense paid by such holder and the amount of any damages such holder has otherwise been required to pay by reason of such untrue statement or omission) received by such holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. The Corporation 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement such registration statement or Prospectus prospectus and agrees to indemnify, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary Prospectus any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any written information or affidavit so furnished in writing by such holder specifically for such registration statement and then only to the Corporation specifically for inclusion in such Registration Statement or Prospectus. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount extent of the net proceeds received by such holder upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement in reliance upon such information. The Corporation shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distributionholders of Registrable Securities will reimburse, to the same extent of the net proceeds, received by the holders of Registrable Securities, the Company, its officers, directors and controlling persons for any legal and other expenses as provided above incurred in connection with respect to information so furnished in writing by investigation or defending any such Persons specifically for inclusion in any Prospectus losses, claims, damages, liabilities, expenses or Registration Statementactions.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Each holder of Registrable Securities is participatingagrees severally and not jointly to indemnify and hold harmless the Company, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Corporation, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), each other holder and their respective partners, directors, officers, employees, agents, and Affiliates against any losses, claims, damages, liabilities and expenses (including without limitation the reasonable fees and disbursements of counsel for such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened by any other Person) resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement Statement, Prospectus, preliminary prospectus or Prospectus any post-effective amendment or preliminary Prospectus supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectustherein. 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. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement, Prospectus, preliminary prospectus or any post-effective amendment or supplement thereto.

Indemnification by Holder of Registrable Securities. In connection with any each Registration Statement in which a filed pursuant to the terms of this Agreement, each holder of Registrable Securities is participatingwill furnish, each such holder will furnish or cause to be furnished, to the Corporation Company in writing such information and affidavits as the Corporation company reasonably requests for use in connection with any such Registration Statement or the Prospectus contained therein and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person person who controls the Corporation Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by by, or on behalf of, such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Company shall be entitled to seek to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by by, or on behalf of, such Persons persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement such registration statement or Prospectus prospectus and agrees to indemnify, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary Prospectus any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any written information or affidavit so furnished in writing by such holder specifically for such registration statement and then only to the Corporation specifically for inclusion in such Registration Statement or Prospectus. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount extent of the net proceeds received by such holder upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement in reliance upon such information. The Corporation shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distributionholders of Registrable Securities will reimburse, to the same extent of the net proceeds received by the holders of Registrable Securities, the Company, its officers, directors and controlling persons for any legal and other expenses as provided above incurred in connection with respect to information so furnished in writing by investigation or defending any such Persons specifically for inclusion in any Prospectus losses, claims, damages, liabilities, expenses or Registration Statementactions.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder Holder of Registrable Securities is participating, each such holder will Holder of Registrable Securities shall furnish to the Corporation Company in writing such information and affidavits relating to such Holder, as such, or the Registrable Securities being sold by such Holder (the "Holder Information") as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, the CorporationCompany, its directors directors, officers, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit Holder Information so furnished in writing by such holder Holder to the Corporation specifically Company expressly for inclusion use in such Registration Statement or ProspectusProspectus and that such Holder Information was solely relied upon by the Company in preparation of such Registration Statement, Prospectus or preliminary prospectus. 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 upon Holder directly from the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.the

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Each holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to indemnify and hold harmless the full extent permitted by law, the CorporationCompany, its respective directors and officers and each Person Person, if any, who controls the Corporation (Company within the meaning of either Section 15 of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue Act or alleged untrue statement Section 20 of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, Exchange Act to the extentsame extent as the foregoing indemnity from the Company to such holder, but only with respect to the extent, that information relating to such untrue statement or omission is contained in any information or affidavit so holder furnished in writing by such holder to the Corporation specifically expressly for inclusion use in such any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its respective directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company, and the Company or its respective directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. 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. Each holder of Registrable Securities will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Company. The Corporation Company and each holder of Registrable Securities 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder registration pursuant to the terms of this Agreement, each Investor holding Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests concerning such holders or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full fullest extent permitted by law, the CorporationCompany, its directors and officers directors, officers, employees, stockholders and each Person person who controls the Corporation Company (within the meaning of the Securities 1933 Act) against any losses, claimscxxxxx, damagesxamages, liabilities and expenses expense (including reasonable attorney's fees) resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such the holder of Registrable Securities to the Corporation Company specifically for inclusion in such Registration Statement or ProspectusProspectus or amendment or supplement thereto and that such information was substantially relied upon by the Company in preparation of the Registration Statement or Prospectus or any amendment or supplement thereto. In no event shall the liability of any selling a holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of all expense paid by such holder and the amount of any damages such holder has otherwise been required to pay by reason of such untrue statement or omission) received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participatingregistration pursuant to Section 3 or 4, each such holder Holder will furnish to the Corporation Registrants in writing such information and affidavits as the Corporation Registrants reasonably requests request for use in connection with any Registration Statement or Prospectus and agrees to indemnifyto, severally and not jointly, indemnify and hold harmless, to the full extent permitted by law, the CorporationRegistrants, its directors their directors, managers or general partners as applicable, and officers and each Person who controls the Corporation Registrants (within the meaning of the Securities Act) (the "REGISTRANTS INDEMNIFIED PARTIES") against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to a Holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by or on behalf of such holder Holder to the Corporation Registrants specifically for inclusion in such Registration Statement or Prospectus. In no event shall the liability of any selling holder of Registrable Securities Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Registrants Indemnified Parties shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by or on behalf of such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any the Registration Statement in which a holder of Registrable Securities, each Holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyto, severally and not jointly, indemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors directors, managers and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act), each underwriter participating in an underwritten offering pursuant to Section 3(b)(i) and each person controlling such underwriter within the meaning of the Securities Act (the “Registrant Indemnified Parties”) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to a Holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by or on behalf of such holder Holder to the Corporation Company specifically for inclusion in such Registration Statement or ProspectusProspectus (or information withheld from such written information and affidavits) or any grossly negligent or fraudulent action or inaction of such Holder. 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 received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Registrant Indemnified Parties shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by or on behalf of such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participatingEach --------------------------------------------------- Investor and each Pecuniary Owner, severally and not jointly, agrees to indemnify and hold harmless the Company and its directors, officers, employees and agents, each such holder will furnish to underwriter participating in the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Corporation, its directors and officers distribution and each Person who controls the Corporation Company or any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or any omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder Investor, for itself or as agent for and on behalf of any Pecuniary Owner, to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. In no event shall the liability of any selling holder of Registrable Securities hereunder Investor or any Pecuniary Owner under this Section 6 be greater in amount than the dollar amount of the proceeds --------- received by such holder Person upon the sale of the Registrable Securities sold by such Person giving rise to such indemnification obligation. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a the Shelf Registration, each holder of Registrable Securities is participating, each such holder will furnish to the Corporation Registrants in writing such information and affidavits as the Corporation Registrants reasonably requests request for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationRegistrants, its their directors and officers and each Person who controls the Corporation Registrants (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to such holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by such holder to the Corporation Registrants specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Registrants shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any the Registration Statement in which a holder of Registrable Securities, each Holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyto, severally and not jointly, indemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors directors, managers and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act) (the "REGISTRANT INDEMNIFIED PARTIES") against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to a Holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by or on behalf of such holder Holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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 received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Registrant Indemnified Parties shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by or on behalf of such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any the Shelf Registration Statement in which a and each Piggy-Back Registration, each holder of Registrable Securities is participating, each such holder included therein will furnish to the Corporation Registrants in writing such information and affidavits as the Corporation Registrants reasonably requests request for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full fullest extent permitted by law, the CorporationRegistrants, its their directors and officers and each Person who controls the Corporation a Registrants (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to a holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by such holder to the Corporation Registrants specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Registrants shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a the Shelf Registration, each holder of Registrable Securities is participating, each such holder will furnish to the Corporation Registrants in writing such information and affidavits as the Corporation Registrants reasonably requests request for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationRegistrants, its their directors and officers and each Person who controls the Corporation a Registrant (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to a holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by such holder to the Corporation Registrants specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Registrants shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Each holder of Registrable Securities is participatingagrees, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyseverally not jointly, to indemnify and hold harmless the full extent permitted by law, the CorporationCompany, its directors and officers and each Person Person, if any, who controls the Corporation (Company within the meaning of either Section 15 of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue Act or alleged untrue statement Section 20 of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, Exchange Act to the extentsame extent as the foregoing indemnity from the Company to such holder, but only with respect to the extent, that information relating to such untrue statement or omission is contained in any information or affidavit so holder furnished in writing by such holder to the Corporation specifically expressly for inclusion use in such any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. 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. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration StatementStatement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and severally agrees to indemnify, to the full fullest extent permitted by law, the CorporationCompany, its directors and officers officers, agents and employees, each Person who controls the Corporation Company (within the 10 11 meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation specifically Company pursuant to Section 3(b) hereof expressly for inclusion use in such Registration Statement or ProspectusProspectus and that such information was solely relied upon by the Company in preparation of such Registration Statement, Prospectus or preliminary prospectus. 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. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as provided above with respect to information so furnished in writing by such Persons specifically expressly for inclusion use in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Each holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to such holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder registration pursuant to the terms of Registrable Securities is participatingthis Agreement, each such holder the Investor will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests concerning the Investor or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full fullest extent permitted by law, the CorporationCompany, its directors and officers and each Person person who controls the Corporation Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expenses expense resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such the holder of Registrable Securities to the Corporation Company specifically for inclusion in such Registration Statement or ProspectusProspectus and that such information was substantially relied upon by the Company in preparation of the Registration Statement or Prospectus or any amendment or supplement thereto. In no event shall the liability of any selling holder of Registrable Securities hereunder the Investor be greater in amount than the dollar amount of the proceeds received (net of all expense paid by such holder and the amount of any damages such holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a under SECTION 6.01, each holder of Registrable Securities is participating, each such holder will furnish to the Corporation Issuer in writing such information and affidavits as the Corporation Issuer reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationIssuer, its directors and officers and each Person who controls the Corporation Issuer (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to such holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by such holder to the Corporation Issuer specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Issuer shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a the Shelf Registration, each holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to a holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, the CorporationCompany, its directors and officers officers, agents and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation specifically Company expressly for inclusion use in such Registration Statement or ProspectusProspectus and that such information was solely relied upon by the Company in preparation of such Registration Statement, Prospectus or preliminary prospectus. 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. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as provided above with respect to information so furnished in writing by such Persons specifically expressly for inclusion use in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, the CorporationCompany, its directors officers, directors, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the officers, directors, agents or employees of such controlling persons, from and against any losses, claims, damages, liabilities and expenses resulting from all Losses arising out of or based upon any untrue or alleged allegedly untrue statement of a material fact contained in any Registration Statement, Prospectus or form of Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such document in reliance upon and in conformity with written information furnished to the Company by such holder specifically for use therein and such information was solely relied upon by the Company in preparation of such Registration Statement, Prospectus or affidavit so furnished preliminary prospectus, and such information, if it contains an untrue statement or has an omission, was not timely corrected, updated or supplemented in a writing by such holder to the Corporation specifically Company expressly for inclusion use in such Registration Statement or Prospectus. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Demand Registration Statement in which a holder or S-3 Registration, each Holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees agrees, severally and not jointly, to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person who controls the Corporation controlling Persons (within the meaning of the Securities Act) (collectively, the "Company Indemnified Parties") against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to such Holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by such holder Holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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 received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participatingregistration, each such holder Holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full same extent permitted as the indemnification provided by lawthe Company in Section 7.05(a), the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act) against any all losses, claims, damages, liabilities and expenses resulting from caused by any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or based upon any information or affidavit so furnished in writing by such holder Holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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 net proceeds received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers managers, and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participatingregistration, each such holder Holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full same extent permitted as the indemnification provided by lawthe Company in Section 7.04(a), the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act) against any all losses, claims, damages, liabilities and expenses resulting from caused by any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or based upon any information or affidavit so furnished in writing by such holder Holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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 net proceeds received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers managers, and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus any. prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Each holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to indemnify and hold harmless the full extent permitted by law, the CorporationCompany, its directors and officers and each Person Person, if any, who controls the Corporation (Company within the meaning of either Section 15 of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue Act or alleged untrue statement Section 20 of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, Exchange Act to the extentsame extent as the foregoing indemnity from the Company to such holder, but only with respect to the extent, that information relating to such untrue statement or omission is contained in any information or affidavit so holder furnished in writing by such holder to the Corporation specifically expressly for inclusion use in such any Registration Statement or Prospectus, or any amendment thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar gross amount of the proceeds received (before expenses and commissions) from the sale of Registrable Securities by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company and each holder of Registrable Securities 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 provided above with respect to information so furnished in writing by such Persons Person specifically for inclusion in any Prospectus or Registration StatementStatement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a the Shelf Registration, each holder of Registrable Securities is participating, each such holder will furnish to the Corporation Registrants in writing such information and affidavits as the Corporation Registrants reasonably requests request for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationRegistrants, its their directors and officers and each Person who controls the Corporation Registrants (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to a holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by such holder to the Corporation Registrants specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Registrants shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with the event that the Company registers any Registration Statement in which a holder of the Registrable Securities under the Securities Act, each Holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and so registered agrees to indemnify, to indemnify and hold harmless the full extent permitted by law, the CorporationCompany, its directors and officers and each Person Person, if any, who controls the Corporation (Company within the meaning of either Section 15 of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, Act to the extentsame extent as the foregoing indemnity from the Company to such Holder, but only with respect to the extent, that information relating to such untrue statement or omission is contained in any information or affidavit so Holder furnished in writing by such holder to the Corporation specifically Holder expressly for inclusion use in such any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In no event case any action or proceeding shall be brought against the liability Company or its directors or officers or any such controlling person, in respect of any selling which indemnity may be sought against a holder of Registrable Securities Securities, such holder shall have the rights and duties given the Company, and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder, by the preceding paragraph. Notwithstanding anything to the contrary in this Section 7(b), an Indemnified Holder’s obligations hereunder shall be greater in limited to an amount than the dollar amount of equal to the proceeds received by such holder upon the sale of the Registrable Securities giving rise to Holder sold in such indemnification obligationregistration. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration StatementStatement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder Holder of Registrable Securities is participating, each such holder Holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder Holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Corporation, its directors directors, officers, employees and officers agents and each Person who controls the Corporation (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder registration pursuant to the terms of Registrable Securities is participatingthis Agreement, each such holder the Investor will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests concerning the Investor or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full fullest extent permitted by law, the CorporationCompany, its directors and officers and each Person person who controls the Corporation Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expenses expense resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that 28366_1 such untrue statement or omission is contained in any information or affidavit so furnished in writing by such the holder of Registrable Securities to the Corporation Company specifically for inclusion in such Registration Statement or ProspectusProspectus and that such information was substantially relied upon by the Company in preparation of the Registration Statement or Prospectus or any amendment or supplement thereto. In no event shall the liability of any selling holder of Registrable Securities hereunder the Investor be greater in amount than the dollar amount of the proceeds received (net of all expense paid by such holder and the amount of any damages such holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will of Registrable Securities shall furnish to the Corporation Company in writing such information and affidavits as the Corporation Company may reasonably requests request for use in connection with any Registration Statement or Prospectus and Prospectus. Such holder hereby agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, and its directors officers, directors, agents and officers and employees, each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents or employees of any such controlling person, from and against all Losses arising out of or based upon any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus therein or necessary to make the statements therein (in light of the circumstances under which they were made in the case of any Prospectus) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation specifically Company for inclusion use in such Registration Statement Statement, Prospectus or Prospectuspreliminary prospectus. In no event Such indemnity shall the liability remain in full force and effect regardless of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount investigation made by or on behalf of the proceeds received Company or any holder and any of their respective directors, officers, agents, employees or controlling persons (within the meaning of Section 15 of the securities Act or Section 20 of the Exchange Act) and shall survive the transfer of such securities by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationholder. The Corporation Company shall be entitled to receive indemnities from accountants, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as provided above with respect to information so furnished in writing by such Persons persons specifically for inclusion in any Registration Statement, Prospectus or Registration Statementpreliminary prospectus, provided, that the failure of the Company to obtain any such indemnity shall not relieve the Company of any of its obligations hereunder.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Each holder of Registrable Securities is participatingagrees to indemnify and hold harmless the Company, each such other holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus their respective directors, officers, employees, and agrees to indemnify, to the full extent permitted by law, the Corporation, its directors and officers Affiliates and each Person who controls the Corporation Company and as such other Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than exceed the lesser of (i) that proportion of the losses, claims, damages, expenses and liabilities against which is equal to such selling holder’s proportion of the total securities sold under such registration statement, and (ii) the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement such registration statement or Prospectus prospectus and agrees to indemnify, to the full extent permitted by law, the CorporationCompany, its directors and officers and officers, each Person who controls the Corporation Company (within the meaning of the Securities Act and the Exchange Act) and all other prospective sellers and their respective directors, officers and controlling Persons (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from (or actions in respect thereof) arising out of or based upon any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary Prospectus any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any written information or affidavit so furnished in writing by or on behalf of such holder specifically for such registration statement or prospectus and then only to the Corporation specifically for inclusion in such Registration Statement or Prospectus. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount extent of the total proceeds received by such holder upon of Registrable Securities. Subject to the sale provisions of Section 9(c), the holders of Registrable Securities giving rise to such indemnification obligation. The Corporation shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distributionwill reimburse, to the same extent of the total proceeds received by the holders of Registrable Securities, the Company, its officers, directors and controlling Persons and all other prospective sellers and their respective directors, officers and controlling Persons for any reasonable legal and other expenses as provided above incurred in connection with respect to information so furnished in writing by investigation or defending any such Persons specifically for inclusion in any Prospectus losses, claims, damages, liabilities, expenses or Registration Statementactions.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Corporation, its directors directors, officers, employees and officers agents and each Person who controls the Corporation (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses Damages resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Each holder of Registrable Securities whose Registrable Securities are sold under a Prospectus which is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any a part of a Registration Statement or Prospectus and agrees to indemnify, to indemnify and hold harmless the full extent permitted by law, the CorporationCompany, its directors and officers each officer who signed such Registration Statement and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act) against any losses), claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement each other holder of Registrable Securities whose Registrable Securities are sold under the Prospectus which is a material fact or any omission or alleged omission part of a material fact required to be stated in the such Registration Statement or Prospectus or preliminary Prospectus or necessary (and such holder's officers, directors and employees and each Person who controls such holder within the meaning of Section 15 of the Securities Act), under the same circumstances as the foregoing indemnity from the Company to make the statements therein not misleading, each holder of Registrable Securities to the extent, but only to the extent, that such losses, claims, damages or liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission is contained of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information or affidavit so relating to such holder furnished in writing to the Company by such holder to the Corporation specifically expressly for inclusion in such Registration Statement or Prospectususe therein. In no event shall the aggregate liability of any selling holder of Registrable Securities hereunder be greater in amount than exceed the dollar amount of the net proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company and the selling holders of Registrable Securities 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 provided above with respect to information so customarily furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statementsimilar circumstances.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder Each Holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to indemnify and hold harmless the full extent permitted by law, the CorporationCompany, its directors and officers and each Person Person, if any, who controls the Corporation (Company within the meaning of either Section 15 of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue Act or alleged untrue statement Section 20 of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, Exchange Act to the extentsame extent as the foregoing indemnity from the Company to such Holder, but only with respect to the extent, that (i) information relating to such untrue statement or omission is contained in any information or affidavit so Holder furnished in writing by such holder to the Corporation specifically Holder expressly for inclusion in such use in, and information provided under Section 3(a) hereof for use in, any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus and (ii) any loss, claim, damage, liability or expense described in the proviso to the first sentence of Section 9(a). In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a Holder of Registrable Securities, such Holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. 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 received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration StatementStatement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will of Registrable Securities shall furnish to the Corporation Company in writing such information and affidavits as the Corporation Company may reasonably requests request for use in connection with any Registration Statement or Prospectus and Prospectus. Such holder hereby agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, and its directors officers, directors, agents and officers and employees, each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents or employees of any such controlling person, from and against all Losses arising out of or based upon any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus therein or necessary to make the statements statement therein in light of the circumstances under which they were made (in the case of any Prospectus) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation specifically Company for inclusion use in such Registration Statement Statement, Prospectus or Prospectuspreliminary prospectus. In no event Such indemnity shall the liability remain in full force and effect regardless of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount investigation made by or on behalf of the proceeds received Company or any holder and any of their respective directors, officers, agents, employees or controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and shall survive the transfer of such securities by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationholder. The Corporation Company shall be entitled to receive indemnities from accountants, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as provided above with respect to information so furnished in writing by such Persons persons specifically for inclusion in any Registration Statement, Prospectus or Registration Statementpreliminary prospectus, provided, that the failure of the Company to obtain any such indemnity shall not relieve the Company of any of its obligations hereunder.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Each holder --------------------------------------------------- of Registrable Securities is participating, each such holder will furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to such holder and is contained made in reliance on and in conformity with any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. 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. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities to the same extent as provided above with respect to information so or affidavit furnished in writing by such Persons as provided specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will of Registrable Securities shall furnish to the Corporation Company in writing such information and affidavits as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, the CorporationCompany, its directors and officers officers, agents and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation specifically Company for inclusion use in such Registration Statement or ProspectusProspectus and that such information was relied upon by the Company in preparation of such Registration Statement, Prospectus or preliminary prospectus. 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. The Corporation Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as provided above with respect to information so furnished in writing by such Persons specifically expressly for inclusion use in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Each holder of Registrable Securities is participatingagrees to indemnify and hold harmless the Company, each such other holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus their respective directors, officers, employees, and agrees to indemnify, to the full extent permitted by law, the Corporation, its directors and officers Affiliates and each Person who controls the Corporation Company and as such other Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder to the Corporation Company specifically for inclusion in such Registration Statement or Prospectus. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than exceed the lesser of (i) that proportion of the losses, claims, damages, expenses and liabilities against which is equal to such selling holder's proportion of the total securities sold under such registration statement, and (ii) the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Corporation Company 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 provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.