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

Indemnification by Holders of Registrable Securities. In connection with any registration statement, each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives and affiliates and each Person, if any, who controls the Company or such other indemnified Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against all Losses caused by, resulting from or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but, in each case, only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the net amount received by such Selling Holder in the offering giving rise to such liability.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to based upon (i) any untrue statement disposition of Registrable Securities after receiving notice of a Black-Out and prior to receiving Advice under Section 6 that use of the Prospectus may be resumed or alleged (ii) any untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused finally judicially determined by and a court to have been contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter's discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement, each Selling preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder agreesis participating, such Holder shall furnish to the Company in writing such information as the Company reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally but and not jointly, without limitation as to time, indemnify and hold harmless the Company, its officersmembers, managers, directors, agentsofficers, agents and employees, attorneys, representatives and affiliates and each Person, if any, who controls controlling person of the Company and the members, managers, directors, officers, agents or employees of such other indemnified Person within controlling persons, to the meaning fullest extent lawful, from and against any and all Losses, as incurred, arising out of Section 15 of the Securities Act or Section 20 of the Exchange Act against all Losses caused by, resulting from or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) based upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectussuch Registration Statement, any preliminary prospectus prospectus, Prospectus or any prospectus (form of prospectus, or any amendment or supplement thereto) , or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading to the extent, but, in each case, but only to the extent extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is caused by and contained in such or omitted from any information so furnished in writing by such Selling Holder to the Company expressly for use thereinin any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. Notwithstanding In no event shall the foregoing, no Selling liability of any selling Holder shall be liable to the Company for amounts greater in excess of the net amount received by than such Selling Holder in the offering giving rise to such liabilityHolder's Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter’s discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter's discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding in such Registration Statement or Prospectus and was relied upon by the foregoingCompany in the preparation of such Registration Statement, no Selling Holder shall be liable Prospectus or preliminary prospectus and (ii) the failure of such holder of Registrable Securities to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of a Registrable Security to the Company for amounts person asserting the claim from which such Losses arise. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in excess amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter's discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and finally judicially determined to have been contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter's discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, severally but not jointlysuch holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will indemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and finally judicially determined to have been contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter's discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to based upon (i) any untrue statement disposition of Registrable Securities after receiving notice of a Black Out and prior to receiving Advice under Section 5 that use of the Prospectus may be resumed or alleged (ii) any untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused finally judicially determined by and a court to have been contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter's discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, Person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling Persons, from and against all Losses caused by, resulting from arising out of or relating to based upon (i) any untrue statement disposition of Registrable Securities after receiving notice of a Black-Out and prior to receiving Advice under Section 5 that use of the Prospectus may be resumed or alleged (ii) any untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused finally judicially determined by and a court to have been contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter's discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a Beneficiary is participating, each Selling Holder agrees, such Beneficiary will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but and not jointlyjointly indemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, Person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling Persons, from and against all Losses caused by, resulting from arising out of or relating to based upon (i) any untrue statement disposition of Registrable Securities after receiving notice of a Black-Out and prior to receiving Advice under Section 7 that use of the Prospectus may be resumed or alleged (ii) any untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary Prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused finally judicially determined by and a court of competent jurisdiction to have been contained in such any information so furnished in writing by such Selling Holder Beneficiary to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable in such Registration Statement or Prospectus and to have been relied upon by the Company for amounts in the preparation of 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 officer, director, agent or employee of the Company. In no event will the liability of any selling Beneficiary under this Section 9(b) be greater in amount than the excess of the net amount received by which the total price at which the Registrable Securities sold by such Selling Holder in Indemnifying Party and distributed to the offering giving rise public pursuant to the applicable Registration Statement (net of all related expenses and underwriters’ discounts and commissions) over the amount of any damages which such liabilityIndemnifying Party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and finally judicially determined to have been contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter's discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In ---------------------------------------------------- connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, severally but not jointlysuch holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will indemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.