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, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus. Each holder of Registrable Securities shall indemnify and hold harmless, to the full extent permitted by law, the Company, and its officers, directors, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents or employees of any such controlling person, from and against all Losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (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 so furnished in writing by such holder to the Company for use in such Registration Statement, Prospectus or preliminary prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the 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.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a holder of Registrable Securities Holder is participating, such holder of Registrable Securities Holder shall furnish to the Company in writing such information as the Company may reasonably request requests for use in connection with any Registration Statement Statement, Prospectus or Prospectus. Each holder form of Registrable Securities shall prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, without limitation as to time, indemnify and hold harmless, to the full extent permitted by law, harmless the Company, and its directors, officers, directors, agents and employees, each person Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 20(a) of the Exchange Act) ), and the directors, officers, directors, agents or employees of any such controlling personpersons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in 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 of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made (in the case of any Prospectus) made, not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in any information so furnished in writing by such holder Holder to the Company expressly for use in such Registration Statement, Prospectus or preliminary prospectustherein. Such indemnity In no event shall remain in full force and effect regardless the liability of any investigation made by or on behalf selling Holder be greater in amount than the dollar amount of the Company or any holder and any proceeds (net of their respective directors, officers, agents, employees or controlling persons (within payment of all expenses) received by such Holder upon the meaning of Section 15 sale of the Registrable Securities Act or Section 20 of the Exchange Act) and shall survive the transfer of giving rise to such securities by such holderindemnification obligation.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall shall, promptly following the Company's request therefor, furnish to the Company in writing such information concerning such holder and its proposed disposition of Registrable Securities pursuant to such registration as the Company may reasonably request for use in connection with any Registration Statement or Prospectus. Each holder of Registrable Securities Investor shall indemnify and hold harmless, to the full extent permitted by law, the Company, and its officers, directors, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents or employees of any such controlling person, from and against all Losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (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 so furnished in writing by such holder to the Company for use in such Registration Statement, Prospectus or preliminary prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the 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.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a holder of Registrable Securities Holder is participating, such holder of Registrable Securities Holder shall furnish to the Company in writing such information as the Company may reasonably request requests for use in connection with any Registration Statement Statement, Prospectus or Prospectus. Each holder form of Registrable Securities shall prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, without limitation as to time, indemnify and hold harmless, to the full extent permitted by law, harmless the Company, and its directors, officers, directors, agents and employees, each person Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 20(a) of the Exchange Act) ), and the directors, officers, directors, agents or employees of any such controlling personpersons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in 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 of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made (in the case of any Prospectus) made, not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such holder Holder to the Company expressly for use therein. In no event shall the liability of any selling Holder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such Registration Statement, Prospectus or preliminary prospectusHolder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the 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 holderindemnified party.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a holder of Registrable Securities Holder in which a Holder is participating, such holder of Registrable Securities Holder shall furnish to the Company in writing such information as the Company may reasonably request requests for use in connection with any Registration Statement Statement, Prospectus or Prospectus. Each holder form of Registrable Securities shall prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, without limitation as to time, indemnify and hold harmless, to the full extent permitted by law, harmless the Company, and its directors, officers, directors, agents and employees, each person Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 20(a) of the Exchange Act) ), and the directors, officers, directors, agents or employees of any such controlling personpersons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in 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 of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made (in the case of any Prospectus) made, not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such holder to the Company expressly for use in such Registration Statement, Prospectus or preliminary prospectustherein. Such indemnity In no event shall remain in full force and effect regardless the liability of any investigation made by or on behalf selling Holder be greater in amount than the dollar amount of the Company or any holder and any proceeds (net of their respective directors, officers, agents, employees or controlling persons (within payment of all expenses) received by such Holder upon the meaning of Section 15 sale of the Registrable Securities Act or Section 20 of the Exchange Act) and shall survive the transfer of giving rise to such securities by such holderindemnification obligation.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a holder of Registrable Securities Holder is participating, such holder of Registrable Securities Holder shall furnish to the Company Issuer in writing such information as the Company may Issuer reasonably request requests for use in connection with any Registration Statement Statement, Prospectus or Prospectus. Each holder form of Registrable Securities shall prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, without limitation as to time, indemnify and hold harmlessharmless the Issuer, to the full extent permitted by lawits directors, the Company, and its officers, directors, agents and employees, each person Person, if any, who controls the Company Issuer (within the meaning of Section 15 of the Securities Act or and Section 20 20(a) of the Exchange Act) ), and the directors, officers, directors, agents or employees of any such controlling personpersons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in 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 of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made (in the case of any Prospectus) made, not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such holder Holder to the Company Issuer expressly for use in such Registration Statement, Prospectus or preliminary prospectustherein. Such indemnity In no event shall remain in full force and effect regardless the liability of any investigation made by or on behalf selling Holder be greater in amount than the dollar amount of the Company or any holder and any proceeds (net of their respective directors, officers, agents, employees or controlling persons (within payment of all expenses) received by such Holder upon the meaning of Section 15 sale of the Registrable Securities Act or Section 20 of the Exchange Act) and shall survive the transfer of giving rise to such securities by such holderindemnification obligation.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a holder of Registrable Securities Holder is participating, such holder of Registrable Securities Holder shall furnish to the Company in writing such information as the Company may reasonably request requests for use in connection with any Registration Statement Statement, Prospectus or Prospectus. Each holder form of Registrable Securities shall prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, without limitation as to time, indemnify and hold harmless, to the full extent permitted by law, harmless the Company, and its officers, directors, agents and partners, employees, representatives and agents, each person Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 20(a) of the Exchange Act) ), and the officers, directors, partners, employees, representatives and agents or employees of any such controlling personpersons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in 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 of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made (in the case of any Prospectus) made, not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in any information so furnished in writing by such holder to the Company expressly for use in such Registration Statement, Prospectus or preliminary prospectustherein. Such indemnity In no event shall remain in full force and effect regardless the liability of any investigation made by or on behalf selling Holder be greater in amount than the dollar amount of the Company or any holder and any proceeds (net of their respective directors, officers, agents, employees or controlling persons (within payment of all expenses) received by such Holder upon the meaning of Section 15 sale of the Registrable Securities Act or Section 20 of the Exchange Act) and shall survive the transfer of giving rise to such securities by such holderindemnification obligation.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with The Company may require, as a condition to including any Registrable Securities in any Registration Statement in which a holder filed pursuant to this Agreement that the Company shall have received an undertaking satisfactory to it from each of the prospective Holders of such Registrable Securities is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus. Each holder of Registrable Securities shall indemnify and hold harmless, jointly and severally, in the same manner and to the full same extent permitted by lawas set forth in Section 9.1, the Company, its directors and its officersofficers and each person, directorsif any, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents Company with respect to any untrue statement or employees of any such controlling person, from and against all Losses arising out of or based upon any alleged untrue statement of a material fact contained in any a Registration Statement, Prospectus or any preliminary prospectus, final Prospectus or arising out of summary Prospectus, or based upon any amendment or supplement thereto, or omission of a or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any Prospectus) not misleading, to the extent, but only to the extent, that if such untrue statement or alleged statement or omission is contained or alleged omission was made in any reliance upon and in conformity with written information so furnished in writing by such holder to the Company by such Holder expressly for use in the preparation of such Registration Statement, Prospectus or preliminary prospectus, final Prospectus, summary Prospectus, amendment or supplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any holder and any of their respective directorssuch director, officers, agents, employees officer or controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) person and shall survive the transfer of such securities Registrable Securities by such holderHolder. The indemnity agreement contained in this Section 9.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with The Company may require, as a condition to including any Registrable Securities in any Registration Statement in which a holder filed pursuant to this Agreement that the Company shall have received an undertaking satisfactory to it from each of the prospective Holders of such Registrable Securities is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus. Each holder of Registrable Securities shall indemnify and hold harmless, jointly and severally, in the same manner and to the full same extent permitted by lawas set forth in Section 8.1, the Company, its directors and its officersofficers and each person, directorsif any, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents Company with respect to any untrue statement or employees of any such controlling person, from and against all Losses arising out of or based upon any alleged untrue statement of a material fact contained in any a Registration Statement, Prospectus or any preliminary prospectus, final Prospectus or arising out of summary Prospectus, or based upon any amendment or supplement thereto, or omission of a or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any Prospectus) not misleading, to the extent, but only to the extent, that if such untrue statement or alleged statement or omission is contained or alleged omission was made in any reliance upon and in conformity with written information so furnished in writing by such holder to the Company by such Holder expressly for use in the preparation of such Registration Statement, Prospectus or preliminary prospectus, final Prospectus, summary Prospectus, amendment or supplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any holder and any of their respective directorssuch director, officers, agents, employees officer or controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) person and shall survive the transfer of such securities Registrable Securities by such holderHolder. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement in which a holder Holder of Registrable Securities is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company may reasonably request requests for use in connection with any Registration Statement or Prospectus. Each holder of Registrable Securities shall indemnify Prospectus and hold harmlessagrees to indemnify, to the full extent permitted by lawlaw (but in no event in an amount to exceed the gross proceeds received by such Holder upon the sale of its Shares pursuant to such Registration Statement), the Company, and its directors, officers, directors, agents and employees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act) ), and the directors, officers, directors, agents or employees of any such controlling personpersons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Statement or Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein 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 or alleged untrue statement or omission or alleged omission is contained in any information so furnished in writing by such holder to the Company expressly for use in such Registration StatementStatement or Prospectus and that such information was relied upon by the Company in preparation of such Registration Statement or Prospectus or amendment, Prospectus supplement or preliminary prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the 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.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a holder of Registrable Securities Holder is participating, such holder of Registrable Securities Holder shall furnish to the Company in writing such information as the Company may reasonably request requests for use in connection with any Registration Statement Statement, Prospectus or Prospectus. Each holder form of Registrable Securities shall prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, without limitation as to time, indemnify and hold harmless, to the full extent permitted by law, harmless the Company, and its directors, officers, directorsagents, agents representatives and employees, each person Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 20(a) of the Exchange Act) ), and the directors, officers, directorsagents, agents representatives or employees of any such controlling personpersons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in 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 of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made (in the case of any Prospectus) made, not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such holder Holder to the Company expressly for use in such Registration Statement, Prospectus or preliminary prospectustherein. Such indemnity In no event shall remain in full force and effect regardless the liability of any investigation made by or on behalf selling Holder be greater in amount than the dollar amount of the Company or any holder and any proceeds (net of their respective directors, officers, agents, employees or controlling persons (within payment of all expenses) received by such Holder upon the meaning of Section 15 sale of the Registrable Securities Act or Section 20 of the Exchange Act) and shall survive the transfer of giving rise to such securities by such holderindemnification obligation.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement in which a holder of Registrable Securities is participatingEach Selling Holder, such holder of Registrable Securities shall furnish severally and not jointly, agrees to the Company in writing such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus. Each holder of Registrable Securities shall indemnify and hold harmless, to the full extent permitted by law, harmless the Company, and its officerseach Person, directorsif any, agents and employees, each person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) Act and the officers, directors, agents or and employees of any the Company and each such controlling personPerson, from and against any and all Losses that are imposed on, sustained, incurred or suffered by, or asserted against, any such Person as a result of, arising out of of, related to or based upon in connection with, directly or indirectly, (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus registration statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon (ii) any omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any Prospectus) not misleading, in each case to the extent, but extent (and only to the extent) such Losses arise out of, that or are based upon and in conformity with, any such untrue statement or omission is contained in any based upon information so furnished in writing by such holder to the Company by such Selling Holder or on such Selling Holder’s behalf expressly for use in any such registration statement, prospectus, amendment or supplement. The obligation to indemnify and hold harmless under this Section 7(b) will be individual and several to each Selling Holder and a Selling Holder’s aggregate liability under this Registration Statement, Prospectus or preliminary prospectus. Such indemnity Rights Agreement with respect to Losses shall remain in full force be limited to an amount equal to the aggregate cash and effect regardless of any investigation made by or on behalf of property received (after deducting the Company or any holder underwriter’s discount 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 Actexpenses) and shall survive the transfer of such securities by such holderSelling Holder pursuant to the sale of Registrable Securities covered by such registration statement or prospectus.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus. Each Such holder of Registrable Securities shall hereby agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, and its officers, directors, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents or employees of any such controlling person, from and against all Losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (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 so furnished in writing by such holder to the Company for use in such Registration Statement, Prospectus or preliminary prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the 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. The Company shall be entitled to receive indemnities from accountants, 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 by such persons specifically for inclusion in any Registration Statement, Prospectus or preliminary 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 holder of Registrable Securities Holder is participating, such holder of Registrable Securities Holder shall furnish to the Company in writing such information as the Company may reasonably request requests for use in connection with any Registration Statement or Prospectus. Each holder of Registrable Securities shall indemnify the Marketing Materials and hold harmlessagrees to indemnify, severally and not jointly with the other Holders and to the full fullest extent permitted by law, the Company, and its directors, officers, directors, agents and or employees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act) and ), the directors, officers, directors, agents or employees of any such controlling personpersons and any underwriter and any control person of such underwriter, from and against all Losses arising out of or based upon (x) any untrue or alleged untrue statement of a material fact contained in the Marketing Materials or (y) any Registration Statement, Prospectus omission or preliminary prospectus, or arising out of or based upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any Prospectus) not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission occurs in reliance upon and is contained in any consistent with information so furnished in writing by or on behalf of such holder Holder to the Company expressly for use in such Marketing Materials. No Holder shall be held liable for any damages in excess of the total amount of proceeds received by such Holder from the sale of the Registrable Securities sold by such Holder (net of all underwriting discounts and commissions) under a particular Registration Statement, Prospectus or preliminary prospectus. Such The indemnity agreement in this Section 8(b) shall remain not apply to amounts paid in full force and effect regardless settlement of any investigation made by or on behalf Loss if such settlement is effected without the consent of the Company or any holder and any of their respective directors, officers, agents, employees or controlling persons Holder (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 holdernot to be unreasonably withheld).

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a holder of Registrable Securities Holder is participating, such holder of Registrable Securities Holder shall furnish to the Company in writing such information as the Company may reasonably request requests for use in connection with any Registration Statement State Statement, Prospectus or Prospectus. Each holder form of Registrable Securities shall prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, without limitation as to time, indemnify and hold harmless, to the full extent permitted by law, harmless the Company, and its directors, officers, directors, agents and employees, each person Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 20(a) of the Exchange Act) ), and the directors, officers, directors, agents or employees of any such controlling personpersons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in 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 of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made (in the case of any Prospectus) made, not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in any information so furnished in writing by such holder Holder to the Company expressly for use in such Registration Statement, Prospectus or preliminary prospectustherein. Such indemnity In no event shall remain in full force and effect regardless the liability of any investigation made by or on behalf selling Holder be greater in amount than the dollar amount of the Company or any holder and any proceeds (net of their respective directors, officers, agents, employees or controlling persons (within payment of all expenses) received by such Holder upon the meaning of Section 15 sale of the Registrable Securities Act or Section 20 of the Exchange Act) and shall survive the transfer of giving rise to such securities by such holderindemnification obligation.

Indemnification by Holder of Registrable Securities. In ------------------------------------------------------- connection --------------------------------------------------- with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus. Each holder of Registrable Securities Purchaser shall indemnify and hold harmless, to the full extent permitted by law, the Company, and its officers, directors, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents or employees of any such controlling person, from and against all Losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (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 so furnished in writing by such holder to the Company for use in such Registration Statement, Prospectus or preliminary prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the 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.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a holder of Registrable Securities Holder is participating, such holder of Registrable Securities Holder shall furnish to the Company in writing such information as the Company may reasonably request requests for use in connection with any Registration Statement Statement, Prospectus or Prospectus. Each holder form of Registrable Securities shall prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, without limitation as to time, indemnify and hold harmless, to the full extent permitted by law, harmless the Company, and its directors, officers, directors, agents and employees, each person Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 20(a) of the Exchange Act) ), and the directors, officers, directorsrepresentatives, agents or employees of any such controlling personpersons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in 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 of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made (in the case of any Prospectus) made, not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in any information so furnished in writing by such holder Holder to the Company expressly for use in such Registration Statement, Prospectus or preliminary prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the 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 holdertherein.

Indemnification by Holder of Registrable Securities. In connection with --------------------------------------------------- with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus. Each holder of Registrable Securities shall indemnify and hold harmless, to the full extent permitted by law, the Company, and its officers, directors, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents or employees of any such controlling person, from and against all Losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (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 so furnished in writing by such holder to the Company for use in such Registration Statement, Prospectus or preliminary prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the 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.

Indemnification by Holder of Registrable Securities. In connection with --------------------------------------------------- with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall furnish to the Company Borrower in writing such information as the Company Borrower may reasonably request for use in connection with any Registration Statement or Prospectus. Each holder of Registrable Securities Lender shall indemnify and hold harmless, to the full extent permitted by law, the CompanyBorrower, and its officers, directors, agents and employees, each person who controls the Company Borrower (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 untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (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 so furnished in writing by such holder to the Company Borrower for use in such Registration Statement, Prospectus or preliminary prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Borrower 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.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus. Each Such holder of Registrable Securities shall hereby agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, and its officers, directors, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents or employees of any such controlling person, from and against all Losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (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 so furnished in writing by such holder to the Company for use in such Registration Statement, Prospectus or preliminary prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the 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. The Company shall be entitled to receive indemnities from accountants, 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 by such persons specifically for inclusion in any Registration Statement, Prospectus or preliminary prospectus, provided, that the failure of the Company to obtain any such indemnity shall not relieve the Company of any of its obligations hereunder. In no event shall any holder of Registrable Securities be subject to an indemnification and contribution obligation under this Section 6 which exceeds the proceeds derived from the sale of its Registrable Securities, less its applicable portion of the Registration Expenses.

Indemnification by Holder of Registrable Securities. In connection --------------------------------------------------- with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall furnish to the Company Borrower in writing such information as the Company Borrower may reasonably request for use in connection with any Registration Statement or Prospectus. Each holder of Registrable Securities Lender shall indemnify and hold harmless, to the full extent permitted by law, the CompanyBorrower, and its officers, directors, agents and employees, each person who controls the Company Borrower (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 untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (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 so furnished in writing by such holder to the Company Borrower for use in such Registration Statement, Prospectus or preliminary prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Borrower 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.