Common use of Indemnification by Holder Clause in Contracts

Indemnification by Holder. The Holders shall, severally and not jointly, indemnify and hold harmless the Company, the directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely or in material part out of or based solely or in material part upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely or in material part out of or based solely or in material part upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the 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 is contained in or omitted from any information so furnished by such Holder to the Company and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holder. The Holders shall, severally and not jointly, Holder shall indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person person who controls the 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 Personspersons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely or in material part out of or based solely or in material part upon any untrue statement of a material fact contained in the Registration Statementany registration statement, any Prospectusprospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely or in material part out of or based solely upon: (i) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (ii) any untrue statement or omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder to the Company and that specifically for inclusion in such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus registration statement or such form of prospectus or to the extent that (1) such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statementregistration statement, such Prospectus prospectus or such form of prospectus. Notwithstanding anything prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x), the use by the Holder of an outdated or defective prospectus after the Company has notified the Holder in writing that the prospectus is outdated or defective and prior to the contrary contained herein, receipt by the Holder shall be liable under this Section 5(b) for only of a writing by the Company that amount as does not exceed the net proceeds to such Holder as a result use of the sale of Registrable Securities pursuant to such Registration Statementapplicable prospectus may be resumed.

Indemnification by Holder. The Holders Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, the its officers, directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the officers, directors, officers, agents or and employees of each such controlling PersonsPerson, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, to the extent arising solely or in material part out of or based solely upon: (1) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (2) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely or in material part out of or based solely relating to any omission or in material part upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company and that such information was reasonably relied upon by the Company specifically for use inclusion in the Registration Statement, Statement or such Prospectus or expressly for use therein; provided, that each Holder's obligation to indemnify such form indemnified parties shall only be to the extent of prospectus the net proceeds received by such Holder in the offering to which the Registration Statement relates, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and as set forth in the section of the Registration Statement substantially similar to Annex A hereto or any changes to such section that are expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything Prospectus or in any amendment or supplement thereto, or (3) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to receipt by such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementAdvice contemplated in Section 6(b).

Indemnification by Holder. The Holders Holder shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely or in material part out of or based solely upon: (x) Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or arising solely in any amendment or supplement thereto or in material part any preliminary prospectus, or arising out of or based solely relating to any omission or in material part upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were madei) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company and that specifically for inclusion in such information was reasonably relied upon by the Company for use in the Registration Statement, Statement or such Prospectus or such form of prospectus or (ii) to the extent that such information relates to such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Registration StatementHolder has approved Annex A hereto for this purpose), such Prospectus or such form of prospectus. Notwithstanding anything Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated or defective Prospectus after the Company has notified Holder in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by Holder of the Advice contemplated in Section 6(d). In no event shall the liability of Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such received by Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder. The Holders Holder shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely or in material part out of or based solely upon: (x) Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely or in material part out of or based solely relating to any omission or in material part upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were madei) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company and that specifically for inclusion in such information was reasonably relied upon by the Company for use in the Registration Statement, Statement or such Prospectus or such form of prospectus or (ii) to the extent that such information relates to such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Registration StatementHolder has approved Annex A hereto for this purpose), such Prospectus or such form of prospectus. Notwithstanding anything Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated, defective or otherwise unavailable for use by the Holder Prospectus after the Company has notified Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the contrary contained herein, receipt by Holder of the Advice contemplated in Section 6(d). In no event shall the liability of Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such received by Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder. The Holders Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely or in material part out of or based solely upon: (x) the Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or in material part upon (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or in any form of amendment or supplement thereto or in any preliminary prospectus, or arising solely or in material part out of or based solely relating to any omission or in material part upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder to the Company and that expressly for inclusion in such information was reasonably relied upon by the Company for use in the Registration Statement, Statement or such Prospectus or such form of prospectus or (ii) to the extent extent, but only to the extent, that such information relates to such Holder or such the Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such the Holder expressly for use in the a Registration Statement, such Prospectus or such form in any amendment or supplement thereto or (iii) in the case of prospectus. Notwithstanding anything an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the contrary contained hereinextent, but only to the extent, related to the use by the Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the receipt by the Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall be liable the liability of any selling Holder under this Section 5(b) for only that be greater in amount as does not exceed than the dollar amount of the net proceeds to such received by the Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder. The Holders Holder shall, severally and not jointlynotwithstanding any termination of this Agreement, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls Controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents agents, partners, members, stockholders or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely or in material part out of or based solely upon: (x) for so long as the Company is not a Seasoned Issuer and the prospectus delivery requirements of the Securities Act apply to sales by the Holder, the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (y) any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely or in material part out of or based solely or in material part upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extentextent that, that (1) such untrue statement statements or omission is contained omissions are based solely upon information regarding the Holder furnished in or omitted from any information so furnished by such Holder writing to the Company and that such information was reasonably relied upon by the Company Holder expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Exhibit A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by the Holder of an outdated or defective Prospectus after the Company has validly notified the Holder in writing (in accordance with Section 7(b) below) that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by the Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of the Holder hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such received by the Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder. The Holders Holder shall, severally and not jointly, indemnify and hold harmless the Company, the directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely or in material part out of or based solely or in material part upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely or in material part out of or based solely or in material part upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the 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 is contained in or omitted from any information so furnished by such Holder to the Company and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holder. The Holders Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, the its officers, directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the officers, directors, officers, agents or and employees of each such controlling PersonsPerson, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, to the extent arising solely or in material part out of or based solely upon: (1) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (2) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely or in material part out of or based solely relating to any omission or in material part upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company and that such information was reasonably relied upon by the Company specifically for use inclusion in the Registration Statement, Statement or such Prospectus or expressly for use therein; provided, that each Holder’s obligation to indemnify such form indemnified parties shall only be to the extent of prospectus the net proceeds received by such Holder in the offering to which the Registration Statement relates, or to the extent that such information relates to such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and as set forth in the section of the Registration Statement substantially similar to Annex A hereto or any changes to such section that are expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything Prospectus or in any amendment or supplement thereto, or (3) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to receipt by such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementAdvice contemplated in Section 6(b).

Indemnification by Holder. The Holders Holder shall (or, if there are multiple Holders, each Holder shall, severally and not jointly, ) indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely or in material part out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or arising solely in any amendment or supplement thereto or in material part any preliminary prospectus, or arising out of or based solely relating to any omission or in material part upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were madei) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company and that specifically for inclusion in such information was reasonably relied upon by the Company for use in the Registration Statement, Statement or such Prospectus or such form of prospectus or (ii) to the extent that such information relates to such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Registration StatementHolder has approved Annex A hereto for this purpose), such Prospectus or such form of prospectus. Notwithstanding anything Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder. The Holders shallEach Holder, severally and not jointly, shall indemnify and hold harmless the CompanyPASW, the its directors, officers, agents agents, representatives and employees, each Person who controls the Company PASW (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents agents, representatives or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely or in material part out of or based solely upon: (x) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or arising solely in any amendment or supplement thereto or in material part any preliminary prospectus, or arising out of or based solely relating to any omission or in material part upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were madei) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company and that such information was reasonably relied upon by the Company PASW specifically for use inclusion in the Registration Statement, Statement or such Prospectus or (ii) to the extent that (1) such form untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of prospectus an omission, not furnished) in writing to PASW by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration StatementSecurities, such Prospectus or such form of prospectus. Notwithstanding anything Prospectus or in any amendment or supplement thereto, or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after PASW has notified such Holder in writing that the Prospectus is outdated or defective and prior to the contrary contained hereinreceipt by such Holder of the Advice contemplated in Section 6(b), (3) the failure of the Holder to deliver a Prospectus prior to the confirmation of a sale, or (4) caused by actions of or due to statements provided by the Holder’s broker, underwriter or other adviser engaged by Holder. In no event shall the liability of any selling Holder hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the net proceeds payable to such Holder as a result of in connection with the sale of its Registrable Securities pursuant to such Registration StatementSecurities.

Indemnification by Holder. The Holders Holder shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely or in material part out of or based solely upon: (x) Holder's failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or arising solely in any amendment or supplement thereto or in material part any preliminary prospectus, or arising out of or based solely relating to any omission or in material part upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were madei) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company and that specifically for inclusion in such information was reasonably relied upon by the Company for use in the Registration Statement, Statement or such Prospectus or such form of prospectus or (ii) to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Registration StatementHolder has approved Annex A hereto for this purpose), such Prospectus or such form of prospectus. Notwithstanding anything Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated, defective or otherwise unavailable for use by the Holder Prospectus after the Company has notified Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the contrary contained herein, receipt by Holder of the Advice contemplated in Section 6(d). In no event shall the liability of Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such received by Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder. The Holders shall, severally and not jointly, Distributing Holder(s) shall indemnify and hold harmless the Company, the and each of its directors, officers, agents and employeeseach nominee (if any) named in any preliminary prospectus or final prospectus constituting a part of such registration statement, each Person of its officers who have signed such registration statement and such amendments or supplements thereto, and each person (if any) who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)) against all Liabilities, and the directors, officers, agents joint or employees of such controlling Personsseveral, to which the fullest extent permitted by applicable lawCompany or any such director, from and against all Lossesnominee, officer or controlling person may become subject, under the Act or otherwise, insofar as incurred, arising solely or in material part such Liabilities arise out of or are based solely or in material part upon any untrue or alleged untrue statement of a any material fact contained in the Registration Statementsuch registration statement, any Prospectuspreliminary prospectus, or any form of final prospectus, or arising solely amendment or in material part supplement thereto, or arise out of or are based solely upon he omission or in material part upon any the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission is contained or alleged omission made in such registration statement, preliminary prospectus, final prospectus or omitted from any amendment or supplement thereto in reliance upon and in conformity with written information so furnished by such Holder to the Company and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.Distributing

Indemnification by Holder. The Holders shall, severally and not jointly, Holder shall indemnify and hold harmless the Company, the directorsixx xxxectors, officers, agents and employees, each Person person who controls the 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 Personspersons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely or in material part out of or based solely or in material part upon any untrue statement of a material fact contained in the Registration Statementany registration statement, any Prospectusprospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely or in material part out of or based solely upon: (i) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (ii) any untrue statement or omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder to the Company and that specifically for inclusion in such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus registration statement or such form of prospectus or to the extent that (1) such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statementregistration statement, such Prospectus prospectus or such form of prospectus. Notwithstanding anything prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 9.4(A)-(D), the use by the Holder of an outdated or defective prospectus after the Company has notified the Holder in writing that the prospectus is outdated or defective and prior to the contrary contained herein, receipt by the Holder shall be liable under this Section 5(b) for only of a writing by the Company that amount as does not exceed the net proceeds to such Holder as a result use of the sale of Registrable Securities pursuant to such Registration Statementapplicable prospectus may be resumed.

Indemnification by Holder. The Holders shall, severally and not jointly, Holder shall indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely or in material part out of or based solely upon: (i) the Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company, or in material part upon (ii) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or in any form of amendment or supplement thereto or in any preliminary prospectus, or arising solely or in material part out of or based solely relating to any omission or in material part upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder to the Company and expressly for inclusion in such Registration Statement or such Prospectus (it being understood that such information was reasonably relied upon by shall only consist of the Company for use name of the Holder, the number of offered shares (excluding percentages), the address and other information with respect to the Holder and the information included on Appendix A hereto, each only to the extent which such information appears in the an effective Registration StatementStatement or any Prospectus), such Prospectus or such form in any amendment or supplement thereto or (iii) in the case of prospectus or an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent that such information relates extent, but only to such the extent, related to the use by the Holder of an outdated, defective or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved otherwise unavailable Prospectus after the Company has notified the Holder in writing by such Holder expressly that the Prospectus is outdated, defective or otherwise unavailable for use in by the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything Holder and prior to the contrary contained herein, receipt by the Holder of the Advice contemplated in Section 5(d). In no event shall be liable the liability of any selling Holder under this Section 5(b7(b) for only that be greater in amount as does not exceed than the dollar amount of the net proceeds to such received by the Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation, except in the case of fraud or willful misconduct by the Holder.

Indemnification by Holder. The Holders Holder shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely or in material part out of or based solely upon: (i) Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (ii) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or arising solely in any amendment or supplement thereto or in material part any preliminary prospectus, or arising out of or based solely relating to any omission or in material part upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case (A) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company and that such information was reasonably relied upon by the Company specifically for use inclusion in the Registration Statement, Statement or such Prospectus or (B) to the extent that (x) such form of prospectus untrue statements or omissions are based solely upon information regarding Holder furnished in writing to the Company by such Holder expressly for use therein, or (C) to the extent that such information relates to such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration StatementStatement (it being understood that Holder has approved Annex A hereto for this purpose), such Prospectus or such form of prospectus. Notwithstanding anything to Prospectus or in any amendment or supplement thereto or (y) in the contrary contained hereincase of an occurrence of an event of the type specified in Section 4(c)(ii) through (v), the use by Holder shall be liable under of an outdated or defective Prospectus after the Company has notified Holder in writing that the Prospectus is outdated or defective; provided, however, that the indemnity agreement contained in this Section 5(b) for only that shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder. In no event shall the liability of any selling Holder hereunder be greater in amount as does not exceed than the dollar amount of the net proceeds to such received by Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder. The Holders shall, severally and not jointly, Distributing Holder(s) shall indemnify and hold harmless the Company, the and each of its directors, officers, agents and employeeseach nominee (if any) named in any preliminary prospectus or final prospectus constituting a part of such registration statement, each Person of its officers who have signed such registration statement and such amendments or supplements thereto, and each person (if any) who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)) against all Liabilities, and the directors, officers, agents joint or employees of such controlling Personsseveral, to which the fullest extent permitted by applicable lawCompany or any such director, from and against all Lossesnominee, officer or controlling person may become subject, under the Act or otherwise, insofar as incurred, arising solely or in material part such Liabilities arise out of or are based solely or in material part upon any untrue or alleged untrue statement of a any material fact contained in the Registration Statementsuch registration statement, any Prospectuspreliminary prospectus, or any form of final prospectus, or arising solely amendment or in material part supplement thereto, or arise out of or are based solely upon the omission or in material part upon any the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission is contained or alleged omission made in or omitted from any information so furnished by such Holder to the Company and that such information was reasonably relied upon by the Company for use in the Registration Statementregistration statement, such Prospectus or such form of preliminary prospectus, final prospectus or to the extent that such information relates to such Holder amendment or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.supplement

Indemnification by Holder. The Holders Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, the directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all any Losses, as incurred, arising solely or in material part out of or based solely or in material part upon any untrue statement of a material fact contained or any omission of a material fact required to be stated in the Registration Statement, any Prospectus, or any form of preliminary prospectus, amendment or arising solely or in material part out of or based solely or in material part upon any omission of a material fact required to be stated therein supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of preliminary prospectus or supplement thereto, in the 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 is contained in or omitted from any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus or any amendment or supplement thereto and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or any amendment or supplement thereto. The Holder will reimburse any legal or other expenses as reasonably incurred by the Company and any such form officer, director, employee, agent, representative, or controlling Person, in connection with investigating or defending any such Loss; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of prospectus or to any such Loss if such settlement is effected without the extent that such information relates to such Holder or consent of such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, the Holder which consent shall not be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementunreasonably withheld.

Indemnification by Holder. The Holders Holder shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely or in material part out of or based solely upon: (x) Holder's failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or arising solely in any amendment or supplement thereto or in material part any preliminary prospectus, or arising out of or based solely relating to any omission or in material part upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were madei) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company and that specifically for inclusion in such information was reasonably relied upon by the Company for use in the Registration Statement, Statement or such Prospectus or such form of prospectus or (ii) to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Registration StatementHolder has approved Annex A hereto for this purpose), such Prospectus or such form of prospectus. Notwithstanding anything Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated or defective Prospectus after the Company has notified Holder in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by Holder of the Advice contemplated in Section 6(d). In no event shall the liability of Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such received by Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder. The Holders Holder shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely or in material part out of or based solely or in material part upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely or in material part out of or based solely upon: (i) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or in material part upon (ii) any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder to the Company and specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (1) such untrue statements or omissions are based upon information regarding the Holder furnished to the Company by the Holder for use therein, or to the extent such information relates to the Holder or the Holder's proposed method of distribution of the Registrable Securities and was reasonably relied upon reviewed and approved by the Company Holder for use in the Registration Statement, such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 2(c) or Section 3(c)(ii)-(v), the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective and prior to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing receipt by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementAdvice contemplated in Section 6(d).

Indemnification by Holder. The Holders shall, severally and not jointly, Holder shall indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the 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, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely or in material part out of or based solely or in material part upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely or in material part out of or based solely or in material part upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company and that such information was reasonably relied upon by the Company specifically for use inclusion in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus, or in any amendment or supplement thereto. Notwithstanding anything to In no event shall the contrary contained herein, liability of the Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.