Common use of Indemnification by Holders Clause in Contracts

Indemnification by Holders. In connection with the Registration Statement, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and only to the extent, that (i) such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, or (ii) such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was furnished in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. In addition, the foregoing shall not inure to the benefit of any Holder if a copy of the Prospectus (as then amended or supplemented) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so delivered.

Indemnification by Holders. In connection with the Registration Statement, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished net proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the CompanyCom-pany, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely 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 out of or based solely upon any omission of a material mate-rial fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement Statement, such Prospectus or such Prospectus form of prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or of such form of prospectus, Prospectus or (ii) to the extent that such information relates to such Holder or such Holder's proposed pro-posed method of distribution of Registrable Securities and was furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus Prospec-tus or such form of prospectusProspectus, or in any amendment or supplement thereto. In addition, no event shall the foregoing shall not inure to the benefit lia-bility of any selling Holder if a copy hereun-der be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished net proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent indemnification obligation. The breach, default or given other action by or on behalf claim against one Holder will not be deemed a breach, default or action of such or claim against any other Holder to such Holder's purchaser or in any way adversely affect the rights of Registrable Securities if required by law to have been so deliveredeach of the other Holders.

Indemnification by Holders. In connection with the Registration Statement, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally jointly and not jointlyseverally, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesThe Selling Holders, severally and but not jointly, agree to indemnify and hold harmless the Company, their 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 Personsharmless, to the fullest extent permitted by applicable law, the Company and its Affiliates and their respective officers, directors, partners, stockholders, members, employees, agents and representatives and each Person (if any) which controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Losses (as determined by a court of competent jurisdiction in a final judgment not subject caused by, arising out of, resulting from or related to appeal any untrue statement or review) arising solely out of or based solely upon any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectuspreliminary Prospectus or Prospectus relating to the Registrable Shares (as amended or supplemented from time to time), or any form of prospectus, or arising solely out of or based solely upon caused by any omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the case of the Prospectus, in light of the circumstances under which they were made, not misleading solely to the extentmisleading, and but only to the extent, that (i) insofar as such untrue statement Losses are caused by or omission is contained in or based upon any information furnished in writing by such Holder to the Company specifically by or on behalf of a Selling Holder expressly for inclusion use therein (which was not subsequently corrected in writing prior to or concurrently with the sale of Registrable Shares to the Person asserting the Loss in sufficient time to permit the Company to amend or supplement the Registration Statement or such Prospectus and such information was relied upon by appropriately). Notwithstanding the Company for use in foregoing, the Registration Statement, such Prospectus or such form of prospectus, or (ii) such information relates Selling Holders shall have no obligation to such Holder or such Holder's proposed method of distribution of Registrable Securities and was furnished in writing by or on behalf of such Holder indemnify under this Section 4.02 to the Company specifically for inclusion in the Registration Statement or extent that any such Prospectus and such information was relied upon Losses have been finally determined by the Company for use in the Registration Statement, such Prospectus or such form a court of prospectus. In addition, the foregoing shall not inure to the benefit of any Holder if a copy of the Prospectus competent jurisdiction (as then amended or supplementedwhich determination has become nonappealable) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredresulted from the Company’s willful misconduct or gross negligence.

Indemnification by Holders. In connection with the each Registration Statement, each Selling Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the such Registration Statement or any the related Prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the such Registration Statement, any such Prospectus, or any form of prospectusProspectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and only to the extent, extent that (iI) such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus and such information was relied upon by the Company for use in the such Registration Statement, such Prospectus or such form of prospectusProspectus, or (ii) such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was furnished in writing by or on behalf of such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus and such information was relied upon by the Company for use in the such Registration Statement, such Prospectus or such form of prospectusProspectus; provided, however, that anything contained herein to the contrary notwithstanding, no Holder shall be liable for any claims hereunder in an amount in excess of the net proceeds received by such Holder from the sale of its Registrable Securities pursuant to a Registration Statement. In addition, the foregoing shall not inure to the benefit of any Holder if a copy of the such Prospectus (as then amended or supplemented) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so delivered.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based solely 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 out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extentextent that, that (i) such untrue statement statements or omission is contained omissions are based solely upon information regarding such Holder furnished in any writing to the Company by such Holder expressly for use therein (so long as such information furnished was not derived from false information provided by the Company), 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 to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectus, prospectus or (ii) in any amendment or supplement thereto. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such information relates Holder upon the sale of the Registrable Securities giving rise to such Holder or such Holder's proposed method of distribution of Registrable Securities and was furnished in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. In addition, the foregoing shall not inure to the benefit of any Holder if a copy of the Prospectus (as then amended or supplemented) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based solely 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 out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by or to the Company for use in the Registration Statement, such Prospectus or such form of prospectus, or (ii) extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus, or in any amendment or supplement thereto. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished net proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the each Registration Statement, each Selling Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the such Registration Statement or any Prospectus the related prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the such Registration Statement, any Prospectussuch prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and only to the extent, extent that (iI) such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus prospectus and such information was relied upon by the Company for use in the such Registration Statement, such Prospectus prospectus or such form of prospectus, or (ii) such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was furnished in writing by or on behalf of such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus prospectus and such information was relied upon by the Company for use in the such Registration Statement, such Prospectus prospectus or such form of prospectus; provided, however, that anything contained herein to the contrary notwithstanding, no Holder shall be liable for any claims hereunder in an amount in excess of the net proceeds received by such Holder from the sale of its Registrable Securities pursuant to a Registration Statement. In addition, the foregoing shall not inure to the benefit of any Holder if a copy of the Prospectus such prospectus (as then amended or supplemented) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so delivered.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the Company, their its directors, officers, agents and employees, each Person person or entity 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 or entities, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based solely upon upon: (x) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act to the extent that delivery of such Prospectus would have avoided such Loss or (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 out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement statements or omission is contained in any omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use therein. In no event shall the liability of any selling Holder hereunder be greater in amount than the Registration Statement, dollar amount of the net proceeds received by such Prospectus or such form Holder upon the sale of prospectus, or (ii) such information relates the Registrable Securities giving rise to such Holder or such Holder's proposed method of distribution of Registrable Securities indemnification obligation. The indemnity agreement contained in this Section 6(b) and was furnished the agreement with respect to contribution contained in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. In addition, the foregoing Section 6(d) shall not inure apply to the benefit amounts paid in settlement of any Holder Losses if a copy such settlement is effected without the prior written consent of the Prospectus (as then amended applicable Holder, which consent shall not be unreasonably withheld or supplemented) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so delivereddelayed.

Indemnification by Holders. In connection with the Registration StatementMerrill, for itself and jointly and severally for and on behalf of each of its Subsidiary Holders that may be a selling Holder hereunder, and PNC, for itself and jointly and severally for and on behalf of each of its Subsidiary Holders that may be a selling Holder hereunder, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each Underwriter and the other selling Holders, and each of their respective partners, directors, officersofficers and employees (including each officer of the Company who signed the Registration Statement), agents and employeeseach Person, each Person if any, who controls the Company (Company, any Underwriter or any other selling Holder within the meaning of Section 15 of the Securities Act Act, against any and all Damages described in the indemnity contained in paragraph (a) of this Section 20 (provided that any settlement of the Exchange Acttype described therein is effected with the written consent of such selling Holder), and the directorsas incurred, officers, agents but only (i) with respect to untrue statements or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any alleged untrue statement statements of a material fact contained in any Prospectus or the Registration Statement, any Prospectus, omissions or any form of prospectus, or arising solely out of or based solely upon any omission alleged omissions therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading solely to the extentmisleading, and only to the extent, that (i) such untrue statement or omission is contained in any such case made in reliance upon and in conformity with written information furnished in writing by such Holder to the Company specifically by such selling Holder expressly for inclusion use in the such Registration Statement (or any amendment thereto) or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus (or such form of prospectus, any amendment or supplement thereto) or (ii) such information relates to that arises out of or is based upon offers or sales by such Holder or Underwriter “by means of” (as defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities Act Rule 405) that was not issued by or authorized in writing by the Company. No selling Holder shall be liable under this Section 5(b) for any Damages in excess of the net proceeds realized by such Holder's proposed method of distribution selling Holder in the sale of Registrable Securities and was furnished in writing by or on behalf of to which such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. In addition, the foregoing shall not inure to the benefit of any Holder if a copy of the Prospectus (as then amended or supplemented) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredDamages relate.

Indemnification by Holders. In connection with the a Registration Statement, each applicable Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the such Registration Statement or any Prospectus and agrees, severally jointly and not jointlyseverally, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the such Registration Statement, any ProspectusProspectus thereunder, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the such Registration Statement, such Prospectus or such form of prospectus, prospectus or (ii) to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities thereunder and was furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the such Registration Statement, such Prospectus or such form of prospectusProspectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not -------------------------- jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished net proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the Company, their 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, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely 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 solely misleading, to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, or (ii) such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was so furnished in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. In addition, the foregoing shall not inure prospectus or to the benefit of any Holder if a copy of the Prospectus (as then amended or supplemented) was furnished by the Company extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was not sent or given reviewed and expressly approved in writing by or on behalf of such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. 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's purchaser Holder as a result of the sale of Registrable Securities if required by law pursuant to have been so deliveredsuch Registration Statement.

Indemnification by Holders. In connection with the Registration Statement, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished net proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the Company, their 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 (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus 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 (ii) prospectus and that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished net proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally jointly and not jointlyseverally, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information imformation was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based solely 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 out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extentextent that, that (i) such untrue statement statements or omission is contained omissions are based solely upon information regarding such Holder furnished in any writing to the Company by such Holder expressly for use therein (so long as such information furnished was not derived from false information provided by the Company), or to the extent that such information relates to such Holder or such Xxxxxx’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectus, prospectus or (ii) in any amendment or supplement thereto. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such information relates Holder upon the sale of the Registrable Securities giving rise to such Holder or such Holder's proposed method of distribution of Registrable Securities and was furnished in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. In addition, the foregoing shall not inure to the benefit of any Holder if a copy of the Prospectus (as then amended or supplemented) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the each Registration Statement, each Selling Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the such Registration Statement or any Prospectus the related prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the such Registration Statement, any Prospectussuch prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and only to the extent, extent that (iI) such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus prospectus and such information was relied upon by the Company for use in the such Registration Statement, such Prospectus prospectus or such form of prospectus, or (ii) such information relates to such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was furnished in writing by or on behalf of such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus prospectus and such information was relied upon by the Company for use in the such Registration Statement, such Prospectus prospectus or such form of prospectus; provided, however, that anything contained herein to the contrary notwithstanding, no Holder shall be liable for any claims hereunder in an amount in excess of the net proceeds received by such Holder from the sale of its Registrable Securities pursuant to a Registration Statement. In addition, the foregoing shall not inure to the benefit of any Holder if a copy of the Prospectus such prospectus (as then amended or supplemented) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's ’s purchaser of Registrable Securities if required by law to have been so delivered.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the Company, their the directors, officers, attorneys, 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, attorneys, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished net proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration -------------------------- Statement, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and only to the extent, that (i) such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, prospectus or (ii) such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus net proceeds received by such Holder (as then amended or supplementednet profits, in the case of the Placement Agent) was furnished by upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the Company, their its officers, 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 officers, directors, officers, agents or and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus net proceeds (as then amended or supplementednet of underwriters commission and discounts only) was furnished received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration -------------------------- Statement, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, Prospectus or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished net proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, Prospectus or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished net proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely 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 out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (1) such untrue statements or omissions are based solely upon information was relied upon by regarding such Holder furnished in writing to the Company by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectustherein, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus 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(d)(ii)-(vi), the use by such Holder of EXHIBIT 10(B)-8. 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 receipt by such Holder of the Advice contemplated in Section 6(e). In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished net proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus. In addition, no event shall the foregoing shall not inure to the benefit lia bility of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished net proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally jointly and not jointlyseverally, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the 008258-00007/391113.2 statements therein not misleading solely to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus. In addition, no event shall the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus (as then amended or supplemented) was furnished proceeds received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to any appeal or review) ), as incurred, to the extent arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely 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 solely misleading, to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder or other Indemnified Party to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectusProspectus. In additionNotwithstanding anything to the contrary contained herein, the foregoing Holders shall be liable under this Section 5(b) for only that amount as does not inure to exceed the benefit of any Holder if a copy of the Prospectus (as then amended or supplemented) was furnished by the Company net proceeds to such Holder and was not sent or given by or on behalf as a result of such Holder to such Holder's purchaser the sale of Registrable Securities if required by law pursuant to have been so deliveredsuch Registration Statement.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the CompanyPurchaser, their its directors, officers, agents and employees, each Person who controls the Company Purchaser (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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or the Prospectus or any form of prospectusamendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (and, in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading solely to the extentmisleading, and but only to the extent, extent that (i) such untrue statement statements or omission is contained in any omissions are based upon information regarding such Holder furnished in writing to Purchaser by such Holder expressly for use therein, or to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, or (ii) extent that such information relates to such Holder or such Holder's ’s proposed method of distribution of Registrable Securities CDT Shares and was furnished in writing reviewed and expressly approved by or on behalf of such Holder to the Company specifically expressly for inclusion use in the Registration Statement or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus or any amendment or supplement thereto or (ii) such form of prospectus. In addition, the foregoing shall not inure Losses arise out or relate to the benefit of any use by such Holder if a copy of the Prospectus (as then amended or supplemented) was furnished after receipt by such Holder of the Company notice from Purchaser pursuant to Section 10.05 and prior to the receipt by such Holder of the Advice related to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliverednotice.

Indemnification by Holders. In connection with the any ------------------------- Registration StatementStatement in which a Holder is participating, each such Holder shall will furnish to the Company and OPCO in writing such information as the Company and OPCO reasonably requests request for use in connection with the any Registration Statement Statement, Prospectus or any Prospectus preliminary prospectus and agrees, severally and not jointlywill indemnify, to indemnify the fullest extent permitted by law, the Company and hold harmless the CompanyOPCO, their directors, respective directors and officers, agents and employees, each Person person who controls the Company and OPCO (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 lawpersons, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, Prospectus or any form of prospectus, preliminary prospectus or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely misleading, to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically and OPCO expressly for inclusion use in the such Registration Statement Statement, Prospectus or such Prospectus preliminary prospectus and such information was relied upon by the Company for use and OPCO in the preparation of such Registration Statement, such Prospectus or such form of prospectus, or (ii) such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was furnished in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company for use in the Registration Statement, such Prospectus or such form of preliminary prospectus. In addition, no event will the foregoing shall not inure to the benefit liability of any selling Holder if a copy hereunder be greater in amount than the dollar amount of the Prospectus proceeds (as then amended or supplementednet of payment of all expenses) was furnished received by such Holder upon the Company sale of the Registrable Securities giving rise to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredindemnification obligation.

Indemnification by Holders. In connection with the Registration Statement, each Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agreesshall, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to any appeal or review) ), as incurred, to the extent arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely 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 solely misleading, to the extent, and but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing by such Holder or other Indemnified Party to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus, 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 furnished reviewed and expressly approved in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and such information was relied upon by the Company expressly for use in the Registration Statement, such Prospectus or such form of prospectus. In addition, the foregoing shall not inure to the benefit of any Holder if a copy of the Prospectus (as then amended or supplemented) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so deliveredProspectus.

Indemnification by Holders. In connection with the each Registration Statement, each Selling Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the such Registration Statement or any Prospectus the related prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the such Registration Statement, any Prospectussuch prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and only to the extent, extent that (iI) such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus prospectus and such information was relied upon by the Company for use in the such Registration Statement, such Prospectus prospectus or such form of prospectus, or (ii) such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was furnished in writing by or on behalf of such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus prospectus and such information was relied upon by the Company for use in the such Registration Statement, such Prospectus 282 prospectus or such form of prospectus; provided, however, that anything contained herein to the contrary notwithstanding, no Holder shall be liable for any claims hereunder in an amount in excess of the net proceeds received by such Holder from the sale of its Registrable Securities pursuant to a Registration Statement. In addition, the foregoing shall not inure to the benefit of any Holder if a copy of the Prospectus such prospectus (as then amended or supplemented) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's purchaser of Registrable Securities if required by law to have been so delivered.

Indemnification by Holders. In connection with the each Registration Statement, each Selling Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the such Registration Statement or any the related Prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, their 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in the such Registration Statement, any such Prospectus, or any form of prospectusProspectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading solely to the extent, and only to the extent, extent that (iI) such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus and such information was relied upon by the Company for use in the such Registration Statement, such Prospectus or such form of prospectusProspectus, or (ii) such information relates to such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was furnished in writing by or on behalf of such Holder to the Company specifically for inclusion in the such Registration Statement or such Prospectus and such information was relied upon by the Company for use in the such Registration Statement, such Prospectus or such form of prospectusProspectus; provided, however, that anything contained herein to the contrary notwithstanding, no Holder shall be liable for any claims hereunder in an amount in excess of the net proceeds received by such Holder from the sale of its Registrable Securities pursuant to a Registration Statement. In addition, the foregoing shall not inure to the benefit of any Holder if a copy of the such Prospectus (as then amended or supplemented) was furnished by the Company to such Holder and was not sent or given by or on behalf of such Holder to such Holder's ’s purchaser of Registrable Securities if required by law to have been so delivered.