Common use of Indemnification by Hxxxxx Clause in Contracts

Indemnification by Hxxxxx. The Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or based solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or to the extent that such information relates to such Holder or such Hxxxxx’s proposed method of distribution of Warrant Shares and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Axxxx A to this Warrant hereto for that purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of the Registration Rights Agreement, the use by the Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 17(b). In no event shall the liability of the selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Warrant Shares giving rise to such indemnification obligation.

Indemnification by Hxxxxx. The Holder shall, severally and not jointly, indemnify and hold harmless the Company, 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 Securities Exchange ActAct of 1934, as amended), and the officers, directors, officersmembers, stockholders, partners, agents or and employees (and any other persons with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Personsperson, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the such Holder’s failure to comply with the any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, extent that such untrue statement or omission is contained in any information so furnished in writing by the such Holder to the Company specifically expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or to the extent that such information relates to such Holder or such HxxxxxHolder’s proposed method of distribution of the Warrant Shares and was reviewed provided to such Holder prior to filing in the Registration Statement and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Axxxx A to this Warrant hereto for that purpose)such Holder, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2iii) in to the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of the Registration Rights Agreement, extent related to the use by the such Holder of an outdated outdated, defective or defective otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated outdated, defective or defective and prior to the receipt otherwise unavailable for use by such Holder of the Advice contemplated in Section 17(b)Holder. In no event shall the liability of the selling Holder hereunder pursuant this Section5(o) be greater in amount than the dollar amount of the net proceeds received by the such Holder upon the sale of the Warrant Shares giving rise to such indemnification obligation. For purposes of this Warrant, (i) “Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Warrant Shares covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus and (ii) “Registration Statement” means any registration statement, including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

Indemnification by Hxxxxx. The In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder shallis participating, severally such Holder shall furnish to the Company and not jointlythe Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, its directorsthe Guarantors, officerstheir respective directors and each Person, agents and employeesif any, each Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20 20(a) of the Exchange Act), and the directors, officers, agents or employees officers and partners of such controlling Personspersons, to the fullest extent permitted by applicable lawlawful, from and against all Losses, as incurred, Losses arising out of or based solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Prospectus or any form of prospectus, prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted primarily from an untrue statement or alleged untrue statement of a material fact or omission is or alleged omission of a material fact contained in or omitted from any information so furnished in writing by the such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to and the extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder Guarantors expressly for use therein. Notwithstanding the foregoing, or to the extent that such information relates to such Holder or such Hxxxxx’s proposed method of distribution of Warrant Shares and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Axxxx A to this Warrant hereto for that purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of the Registration Rights Agreement, the use by the Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 17(b). In no event shall the liability of the any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Warrant Shares giving rise to such indemnification obligationHolder’s Maximum Contribution Amount (as defined below).

Indemnification by Hxxxxx. The Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or based solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or to the extent that such information relates to such Holder or such HxxxxxHolder’s proposed method of distribution of Warrant Shares and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Axxxx Annex A to this Warrant hereto Warrant, with any amendments thereto required by changes in applicable securities laws from the date hereof until the filing of the Registration Statement that are not inconsistent with Annex A to the Registration Rights Agreement, for that this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of the Registration Rights Agreement, the use by the Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 17(b). In no event shall the liability of the selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Warrant Shares giving rise to such indemnification obligation.

Indemnification by Hxxxxx. The Holder shallwill, severally and not jointlyin the event that any registration is being effected under the Securities Act pursuant to this Agreement of any of its Registrable Securities, indemnify and hold harmless the Company, each of its directorsdirectors and officers against any losses, officersclaims, agents and employeesjudgments, each Person who controls the Company damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising actions in respect thereof) arise out of or are based solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or to the Registration Statement, any “free writing prospectus” (as defined in any preliminary prospectusRule 405 under the Securities Act), or arising any “issuer information” (as defined in Rule 433 under the Securities Act) or any “road show” (as defined in Rule 433 under the Securities Act), or arise out of or relating to are based upon any omission or the alleged omission of to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading (i) to misleading, if the extent, but only to the extent, that such untrue statement or omission is contained was made in any reliance upon and in conformity with information so furnished in writing by the Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder Hxxxxx expressly for use therein, or . Hxxxxx’s indemnification obligations hereunder shall be limited to the extent that such information relates to such Holder or such Hxxxxx’s proposed method of distribution of Warrant Shares and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Axxxx A to this Warrant hereto for that purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of the Registration Rights Agreement, the use by the Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 17(b). In no event shall the liability of the selling Holder hereunder be greater in amount than the dollar amount of the any net proceeds actually received by the Holder upon the sale of the Warrant Shares giving rise to such indemnification obligationHxxxxx.

Indemnification by Hxxxxx. The In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder shallis participating, severally such Holder shall furnish to the Company and not jointlythe Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus, and shall indemnify and hold harmless the Company, its directorsthe Guarantors, officerstheir respective directors and officers and each Person, agents and employeesif any, each Person who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20 20(a) of the Exchange Act), and the directors, officers, agents or employees officers and partners of such controlling Personspersons, to the fullest extent permitted by applicable lawlawful, from and against all Losses, as incurred, Losses arising out of or based solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Prospectus or any form of prospectus, prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading (i) to the extent, but only to the extent, that such Losses are based upon an untrue statement or alleged untrue statement of a material fact or omission is or alleged omission of a material fact contained in or omitted from any information so furnished in writing (or reviewed and approved in writing) by the such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to and the extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder Guarantors expressly for use therein. Notwithstanding the foregoing, or to the extent that such information relates to such Holder or such Hxxxxx’s proposed method of distribution of Warrant Shares and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Axxxx A to this Warrant hereto for that purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of the Registration Rights Agreement, the use by the Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 17(b). In no event shall the liability of the any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Warrant Shares giving rise to such indemnification obligationHolder’s Maximum Contribution Amount.

Indemnification by Hxxxxx. The In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder shallis participating, severally such Holder shall furnish to the Company and not jointlythe Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, its directorsthe Guarantors, officerstheir respective directors and each Person, agents and employeesif any, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 20(a) of the Exchange Act)) the Company and the Guarantors, and the directors, officers, agents or employees officers and partners of such controlling Personspersons, to the fullest extent permitted by applicable lawlawful, from and against all Losses, as incurred, Losses arising out of or based solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Prospectus or any form of prospectus, prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission is or alleged omission of a material fact contained in or omitted from any information so furnished in writing by the such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to and the extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder Guarantors expressly for use therein. Notwithstanding the foregoing, or to the extent that such information relates to such Holder or such Hxxxxx’s proposed method of distribution of Warrant Shares and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Axxxx A to this Warrant hereto for that purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of the Registration Rights Agreement, the use by the Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 17(b). In no event shall the liability of the any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Warrant Shares giving rise to such indemnification obligationHolder’s Maximum Contribution Amount (as defined below).

Indemnification by Hxxxxx. The Holder shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Holder’s failure to comply with the any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the such Holder to the Company specifically expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing extent, but only to the Company by the Holder expressly for use thereinextent, or to the extent that such information relates to such Holder or such HxxxxxHolder’s proposed method of distribution of Warrant Shares Registrable Securities and was reviewed and expressly approved in writing by the such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Axxxx Annex A to this Warrant hereto for that this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2iii) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of 3(d)(iii)-(vi), to the Registration Rights Agreementextent, but only to the extent, related to the use by the such Holder of an outdated outdated, defective or defective otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated outdated, defective, or defective otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 17(b6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of the any selling Holder hereunder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by the such Holder upon the sale of the Warrant Shares Registrable Securities giving rise to such indemnification obligation.