Common use of Indemnification by Investor Clause in Contracts

Indemnification by Investor. Investor shall indemnify and hold harmless the Company, its directors, officers, agents, attorneys 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) Investor'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 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 Investor to the Company specifically for inclusion in such Registration Statement or such Prospectus, or (ii) to the extent that such information relates to Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d). In no event shall the liability of Investor under this Section 6(b) be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. The Investor shall indemnify and hold harmless the Company, its directors, officers, agents, attorneys agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities 1933 Act and Section 20 of the Exchange 1934 Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) Investor'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 the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely 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 form of 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 (i) such untrue statement or omission is contained in any based solely upon information so regarding the Investor furnished in writing by Investor to the Company specifically by the Investor expressly for inclusion use in such Registration Statement or such Prospectus, or (ii) to the extent that such information relates to the Investor or the Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor expressly for use in a the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi9.2(c)(iv)-(vii), the use by the Investor of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by Investor and prior to the receipt by the Investor of the Advice contemplated in Section 6(d)9.5. In no event shall the liability of the Investor under this Section 6(b) hereunder be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. Investor shall indemnify and hold harmless the Company, its directors, officers, agents, attorneys 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) Investor's ’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 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 Investor to the Company specifically for inclusion in such Registration Statement or such Prospectus, or (ii) to the extent that such information relates to Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d). In no event shall the liability of Investor under this Section 6(b5(b) be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. The Investor shall indemnify and hold harmless the Company, Company and its directors, officers, agents, 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, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) Investor'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 the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, 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 form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) to the extentmisleading, but only to the extent, extent that (i) such untrue statement statements or omission is contained in any omissions are based solely upon information so regarding the Investor furnished in writing by Investor to the Company specifically by the Investor in writing expressly for inclusion in such Registration Statement or such Prospectususe therein, or (ii) to the extent that such information relates to the Investor or the Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor expressly for use in a the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits B-1 and B-2 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by the Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by the Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)thereto. In no event shall the liability of any selling Investor under this Section 6(b) hereunder be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. In connection with any Registration Statement in which Investor is participating, Investor shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless harmless, to the full extent permitted by law, the Company, its directors, officers, agents, attorneys agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), ) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable lawpersons, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: (x) Investor'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 in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements statement therein not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by Investor to the Company specifically expressly for inclusion use in such Registration Statement or such Prospectus, or (ii) to the extent Prospectus and that such information relates to Investor's proposed method was solely relied upon by the Company in preparation of distribution of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in a any Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)preliminary prospectus. In no event shall the liability of Investor under this Section 6(b) be greater in amount than the dollar amount of the proceeds (net proceeds of the payment of all expenses) received by Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such Persons expressly for use in any Prospectus or Registration Statement.

Indemnification by Investor. Investor shall shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its officers, directors, officerspartners, agentsmembers, attorneys agents and employeesemployees of each of them, 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, officerspartners, members, agents or and employees of each such controlling PersonsPerson, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: (x) Investor'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, Prospectus or any form of Company prospectus or in any amendment or supplement thereto thereto, or in any Company 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 form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) to misleading, in each case, on the extenteffective date thereof, but only to the extent, extent that such untrue statement or omission is contained in any based solely upon information so regarding Investor furnished in writing by Investor to the Company specifically by Investor in writing expressly for inclusion in such Registration Statement or such Prospectususe therein, or (ii) to the extent that such information solely relates to Investor or Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing provided by Investor expressly for use in a such Registration Statement, such Prospectus or such form of Prospectus, or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)thereto. In no event shall the liability of Investor under this Section 6(b) Article VI be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. Investor shall and its permitted assignees shall, jointly and severally, indemnify and hold harmless the Company, its directors, officers, agents, 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, 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 any and all Losses, as incurred, to the extent arising out of or based solely upon: (x) Investor's failure relating 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 the Registration Statement, any Prospectus, as supplemented or in any amendment or supplement thereto or in any preliminary prospectusamended, if applicable, 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 form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by the Investor or the Special Counsel to the Company specifically for inclusion in such the Registration Statement or such Prospectus, or and (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or, to the extent that such information relates to the Investor or the Investor's proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by the Investor expressly for use in a the Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in such form of Prospectus Supplement. Notwithstanding anything to the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi)contrary contained herein, the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d). In no event shall the liability of Investor be liable under this Section 6(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds received by to the Investor upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by Investor. Investor shall indemnify and hold harmless the Company, its directors, officers, agents, attorneys agents and employees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising out of or based solely upon: (x) Investor'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, or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to based upon 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 Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or to the extent that (i) such Prospectusuntrue statements or omissions are based upon information regarding Investor furnished in writing to the Company by Investor expressly for use therein, or (ii) to the extent that such information relates related to Investor or Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in a the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution” attached hereto), or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi)Paragraph (3)(b) above, the use by Investor of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)Paragraph (6) below. In no event shall the liability of Investor under this Section 6(b) hereunder be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. In connection with any registration pursuant to the terms of this Agreement, Investor shall will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or Restricted Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, agents, attorneys and employees, stockholders and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act 1000 Xxx) against any losses, claims, damages, liabilities 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, expense (including reasonable attorney fees) resulting from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) Investor'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 or any Registration Statement, any 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 in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading (i) misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in any information so reasonably relied on by the Company and furnished in writing by Investor to the Company specifically for inclusion in such Registration Statement or such Prospectus, or (ii) to the extent that such information relates to Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)thereto. In no event shall the liability of Investor under this Section 6(b) be greater in amount than the dollar amount of the proceeds (net proceeds of all expense paid by Investor in connection with any claim relating to this Section 6 and the amount of any damages Investor has otherwise been required to pay by reason of such untrue statement or omission) received by Investor upon the sale of the Registrable Securities or Restricted Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Investor. In connection with any registration pursuant to the terms of this Agreement, each Investor shall will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, agents, attorneys and employees, stockholders and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act 0000 Xxx) against any losses, claims, damages, liabilities and Section 20 of the Exchange Act), and the directors, officers, agents expense (including reasonable attorney's fees) resulting from 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: (xi) Investor's any failure by the Investor to comply with the prospectus delivery requirements of the Securities Act or (yii) any untrue or alleged untrue statement of a material fact contained in or any Registration Statement, any 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 in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading (i) misleading, 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 such Investor to the Company specifically for inclusion in such Registration Statement or such Prospectus, Prospectus or (ii) to the extent that such information amendment or supplement thereto or relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly or its authorized representative for use in a the Registration Statement, such Prospectus Statement or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d). In no event shall the liability of Investor under this Section 6(b) be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Registrable Securities giving rise to such indemnification obligationProspectus.

Indemnification by Investor. Investor shall agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, agents, attorneys and employees, stockholders, agents and each Person person who controls the Company (within the meaning of the Section 15 of the Securities 1933 Act and or Section 20 of the Exchange 1934 Act), against any losses, claims, damages, liabilities and expenses (including reasonable attorney fees) to which they may become subject under the directors1933 Act or otherwise, officersinsofar as such losses, agents claims, damages 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 liabilities (or actions in respect thereof) arise out of or are based solely upon: upon (x) Investor's failure to comply with the prospectus delivery requirements of the Securities Act or (yi) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or in any amendment or supplement thereto thereof 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 (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omissions were made in any reliance upon information so furnished in writing by or on behalf of Investor to the Company specifically for inclusion in such Registration Statement or such ProspectusProspectus or amendment or supplement thereto, or and (ii) any offers or sales by or on behalf of Investor after delivery to Investor by the extent that such information relates to Investor's proposed method Company of distribution a notice of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified suspension described in Section 3(c)(iii)-(vi), the use 2(c)(ii) above and before delivery of a notice by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified to Investor in writing advising the Investor that the Prospectus is outdated, defective or otherwise unavailable for use dispositions may be made as provided by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)5(c) above. In no event shall the liability of Investor under this Section 6(b) be greater in amount than the dollar amount of the proceeds (net proceeds of all expenses paid by Investor in connection with any claim relating to this Section 6 and the amount of any damages Investor has otherwise been required to pay by reason of such untrue statement or alleged untrue statement or omission or alleged omission) received by Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Investor. The Investor shall indemnify and hold harmless the Company, its directors, officers, agents, attorneys agents and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Personspersons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Investor's ’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 Statementregistration statement, any Prospectusprospectus, 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 such Investor to the Company specifically expressly for inclusion in such Registration Statement registration statement or such Prospectus, prospectus or (ii) to the extent extent, but only to the extent, that such information relates to such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in a Registration Statementregistration statement, such Prospectus prospectus or in any amendment or supplement thereto or (iiiii) in to the case of an occurrence of an event of extent, but only to the type specified in Section 3(c)(iii)-(vi)extent, related to the use by such Investor of an outdated, defective or otherwise unavailable Prospectus prospectus after the Company has notified such Investor in writing that the Prospectus prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)such Investor. In no event shall the liability of the Investor under this Section 6(b6.2(b) be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. The Investor shall shall, severally and not jointly, indemnify and hold harmless the CompanyCorporation, its directors, officers, agents, attorneys agents and employees, each Person person who controls the Company Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Personspersons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) Investor'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 the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely 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 form of 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 (i) such untrue statement or omission is contained in any based solely upon information so regarding the Investor furnished in writing by Investor to the Company specifically Corporation by the Investor expressly for inclusion use in such the Registration Statement or such Prospectus, or (ii) to the extent that such information relates to Investor's the Investor or its proposed method of distribution of Registrable Securities Shares and was reviewed and expressly approved in writing by the Investor expressly for use in a the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi4.2.3(i)-(iii), the use by the Investor of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company Corporation has notified the Investor in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by Investor and prior to the receipt by the Investor of the Advice contemplated in Section 6(d)4.6. In no event shall the liability of the Investor under this Section 6(b) be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities Shares giving rise to such indemnification obligation.

Indemnification by Investor. The Investor shall indemnify and hold harmless the Company, its directors, officers, agents, 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, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) Investor'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 the Investor Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, 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 form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) to the extentmisleading, but only to the extent, extent that such untrue statement or omission is contained in any information so furnished in writing by Investor or its Affiliates, agents or representatives to the Company specifically for inclusion in such the Investor Registration Statement or such ProspectusProspectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding the Investor furnished to the Company by the Investor or its Affiliates, agents or representatives expressly for use therein, or (ii) to the extent that such information relates to the Investor or its Affiliates or the Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor or its Affiliates, agents or representatives expressly for use in a the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)thereto. In no event shall the liability of the Investor under this Section 6(b) hereunder be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. Each Investor shall shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents, 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, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) Investor'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 the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, 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 form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) to the extentmisleading, but only to the extent, extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing by Investor to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use in the Registration Statement or Prospectus, or (ii) to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in a the Registration Statement (it being understood that the information provided by the Investor to the Company in the Selling Stockholder Questionnaire and the Plan of Distribution set forth on Exhibit A, as the same may be modified by such Investor constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by Investor and prior to the receipt by Investor of the Advice contemplated in Section 6(d)thereto. In no event shall the liability of any selling Investor under this Section 6(b) hereunder be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.