Common use of Indemnification by Investors Clause in Contracts

Indemnification by Investors. Each Investor will indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each person who controls the Company within the meaning of the Securities Act, any underwriter, and each other Investor, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Provided, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net proceeds received from its sale of Shares in such offering.

Indemnification by Investors. Each Investor will shall indemnify and hold harmless the Company, each of its directors and directors, officers, each legal counsel agents and independent accountant of the Companyemployees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, any underwriter), and each other Investorthe directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all claims, losses, damages and liabilities (or actions in respect thereof) Losses arising out of or based on (Ai) any breach of any representation or warranty made by such Investor in this Agreement or any other certificate, instrument or document delivered in connection with this Agreement, (ii) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document delivered in connection with this Agreement or (iii) any untrue statement (or alleged untrue statement) statement of a material fact contained in the Registration Statement, any such registration statement, prospectus, offering circular Prospectus or other similar document, related preliminary prospectus or in any amendment or supplement thereto or any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Provided, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheldmisleading. In no event shall an Investor’s indemnification obligation exceed the net liability of the Investor hereunder be greater in amount than the dollar amount of the proceeds received from its by the Investor upon the sale of Shares in the Registrable Securities giving rise to such offeringindemnification obligation. The indemnification obligations of the Investors pursuant to Sections 6.4(b)(i) and 6.4(b)(ii) shall terminate upon the first anniversary of the Closing Date. In addition, the Investors shall not be liable to reimburse the Company pursuant to Sections 6.4(b)(i) or 6.4(b)(ii) unless the aggregate amount of Losses incurred by the Company with respect to all such breaches of representations, warranties, covenants, agreements or obligations by the Investor exceeds $25,000 and, provided that, the Investor's maximum aggregate indemnification obligations pursuant to Sections 6.4(b)(i) or 6.4(b)(ii) will be limited to the amount of the purchase price paid by the Investor for the Securities pursuant to Section 2.2(b).

Indemnification by Investors. Each In connection with any Registration, each Investor participating therein will indemnify furnish to the Company in writing such information with respect to such Investor as the Company reasonably requests for use in connection with any Registration Statement, Prospectus or preliminary Prospectus, and agrees to indemnify, to the full extent permitted by law, the Company, each of its the directors and officers, each legal counsel and independent accountant officers of the Company, Company signing the Registration Statement and each person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, any underwriter, and each other Investor, against all claims, lossesdamages, damages liabilities and liabilities (or actions in respect thereof) arising out of or based on (A) expenses resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the Registration Statement, Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity caused by any information with written information respect to the Investor so furnished in writing to by the Company by an instrument duly executed by such Investor and stated to be or its representative specifically for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company inclusion therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Provided, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net liability of any selling Investor be greater in amount than the dollar amount of the proceeds received from its by such Investor upon the sale of Shares 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 with respect to such offeringpersons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Registration Statement, Prospectus or preliminary Prospectus.

Indemnification by Investors. Each (i) In connection with any Registration Statement in which an Investor will indemnify is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 5(A)(i), the Company, each of its directors and officersdirectors, each legal counsel and independent accountant of its officers who signs the CompanyRegistration Statement, each person Person, if any, who controls the Company within the meaning of the Securities 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, any underwriterthe 1934 Act or otherwise, and each other Investor, against all claims, losses, damages and liabilities (insofar as such Claim or actions in respect thereof) arising Indemnified Damages arise out of or are based on (A) upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurredViolation, in each case to the extent, but and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document Violation occurs in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically expressly for use therein in connection with such Registration Statement. (ii) Such Investor will reimburse any legal or furnished other expenses reasonably incurred by any Indemnified Party in connection with investigating or defending any such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company thereinClaim; or (B) any breach of any representation or warranty of such Investor in this Agreement. Providedprovided, however, that the indemnity agreement provided contained in this Section 7 5(B) and the agreement with respect to contribution contained in Section 6 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Claim if such settlement is effected without the prior written consent of the such Investor, which consent shall not be unreasonably withheld. In no event Such indemnity shall an Investor’s remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Securities by the Investors. Notwithstanding anything to the contrary contained herein, the indemnification obligation exceed agreement contained in this Section 5 with respect to any prospectus shall not inure to the net proceeds received from its sale benefit of Shares any Indemnified Party if the untrue statement or omission of material fact contained in such offeringthe prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by Investors. Each In connection with any registration statement filed pursuant to this Agreement to effect a Registration, each Investor will indemnify that is a holder of Registrable Securities participating in such Registration agrees, severally and not jointly, to (and, as a condition precedent to the filing of such registration statement, the Company may require an undertaking reasonably satisfactory to it from each such participating Investor and from any prospective underwriter therefor agreeing to) indemnify, to the fullest extent permitted by law, the Company, each officer of its directors and officersthe Company who signs the registration statement, each legal counsel and independent accountant director of the Company, Company and each person Person who controls the Company (within the meaning of the Securities Act, any underwriter, and each other Investor) the Company, against all claims, losses, damages and liabilities (or actions in respect thereof) any Losses arising out of or based on (A) upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, statement or any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or by any untrue or alleged untrue statement of a material fact included in any prospectus forming a part of such registration statement or preliminary prospectus or final prospectus, or any amendment or supplement thereof or any omission or alleged omission of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, and will reimburse the Companynot misleading, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in any information with respect to such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information Investor so furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically or its representative expressly for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Providedprovided, however, that the indemnity agreement provided no such Investor shall be responsible for Losses in this Section 7 shall not apply to amounts paid in settlement excess of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net proceeds to be received by such Investor from its the sale of Shares Registrable Securities covered by the applicable registration statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer-managers and similar securities/industry professionals participating in such offeringthe distribution as set forth in the customary underwriting agreement or engagement agreements with respect thereto.

Indemnification by Investors. Each Investor will shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors and directors, officers, each legal counsel agents and independent accountant of the Companyemployees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, any underwriter), and each other Investorthe directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all claimsLosses, lossesas incurred, damages and liabilities (or actions in respect thereof) arising solely out of or based on solely upon: (Ax) such Investor’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular or other similar documentany Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission (or alleged omission) to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but only to the extentextent that, that (1) such untrue statement (statements or alleged untrue statement) or omission (or alleged omission) is made in omissions are based solely upon information regarding such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information Investor furnished in writing to the Company by an instrument duly executed such Investor expressly for use therein, or to the extent that such information 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 and stated to be specifically expressly for use therein in the Registration Statement (it being understood that the Investor has approved Annex A hereto for this purpose), such Prospectus or furnished 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), the use by such Investor to of an outdated or defective Prospectus after the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of has notified such Investor in this Agreement. Provided, however, writing that the indemnity agreement provided in this Section 7 shall not apply Prospectus is outdated or defective and prior to amounts paid in settlement the receipt by such Investor of any such lossan Advice or an amended or supplemented Prospectus, claim, damage, liability or action but only if such settlement is effected without and to the written consent extent that following the receipt of the Investor, which consent shall not be unreasonably withheldAdvice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall an Investor’s indemnification obligation exceed the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received from its by such Investor upon the sale of Shares in the Registrable Securities giving rise to such offering.indemnification obligation. (c)

Indemnification by Investors. Each Investor will Investor, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors and directors, officers, each legal counsel agents and independent accountant of the Companyemployees, 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, any underwriterofficers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and each other Investor, against all claims, losses, damages and liabilities Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or actions in respect thereofreview) arising solely out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement, any such registration statement, prospectus, offering circular or other similar documentProspectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission (or alleged omission) to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent) not misleading, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in any information so furnished by such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by an instrument duly executed him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor and stated to be specifically expressly for use therein or furnished in the Registration Statement (it being understood that the information provided by such Investor to the Company in response Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to a request by the Company stating specifically that such in or pursuant to the Transaction Documents constitutes information will be used reviewed and expressly approved by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Providedwriting expressly for use in the Registration Statement), however, that the indemnity agreement provided such Prospectus or such form of prospectus or in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability amendment or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheldsupplement thereto. In no event event, shall an such Investor’s indemnification obligation exceed liability hereunder be greater in amount than the dollar amount of the net proceeds received from its by him, her or it upon the sale of Shares in the Registrable Securities giving rise to such offeringindemnification obligation.

Indemnification by Investors. Each Investor will agrees, as a consequence of the inclusion of any of its Registrable Securities in a Registration Statement, to (i) indemnify and hold harmless the Company, each of its directors and officers(including any person who, each legal counsel and independent accountant with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers who sign any Registration Statement and each person Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any underwriterlosses, and each other Investor, against all claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon (A) any an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular Registration Statement or other similar document, Prospectus or any arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the light of the circumstances under which they were made, and will reimburse in the Companycase of the Prospectus), such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurrednot misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such the Investor and stated to be specifically expressly for use therein or furnished (B) the use by such an Investor of an outdated Prospectus from and after receipt by the Investor of a notice pursuant to Section 4.2(e), and (ii) reimburse the Company for any legal or other expenses incurred by the Company in response to a request by the Company stating specifically that connection with investigating or defending any such information will be used by the Company thereinaction or claim as such expenses are incurred; or (B) any breach of any representation or warranty of such Investor in this Agreement. Providedprovided, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent Investor shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed liable under this Section 4.6(b) for any amount in excess of the net proceeds received from its sale paid to the Investor in respect of Shares in such offeringRegistrable Securities sold by it.

Indemnification by Investors. Each Investor will agrees, as a consequence of the inclusion of any of its Registrable Securities in a Registration Statement to (i) indemnify and hold harmless the Company, each of its directors and officers(including any person who, each legal counsel and independent accountant with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers who sign any Registration Statement and each person Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any underwriterlosses, and each other Investor, against all claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon (A) any an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular Registration Statement or other similar document, Prospectus or any arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the light of the circumstances under which they were made, and will reimburse in the Companycase of the Prospectus), such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurrednot misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such the Investor and stated to be specifically expressly for use therein or furnished (B) the use by such an Investor of an outdated Prospectus from and after receipt by the Investor of a notice pursuant to Section 4.2(e), and (ii) reimburse the Company for any legal or other expenses incurred by the Company in response to a request by the Company stating specifically that connection with investigating or defending any such information will be used by the Company thereinaction or claim as such expenses are incurred; or (B) any breach of any representation or warranty of such Investor in this Agreement. Providedprovided, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent Investor shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed liable under this Section 4.6(b) for any amount in excess of the net proceeds received from its sale paid to the Investor in respect of Shares in such offeringRegistrable Securities sold by it.

Indemnification by Investors. Each In connection with any Registration Statement in which an Investor is participating, such Investor will severally and not jointly indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each person who controls the Company within the meaning of the Securities Act, any underwriterunderwriter (the “Company’s Agents”), and each other Investor, against all claims, losses, damages and liabilities (or actions in respect thereof) Liabilities arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement, any such registration statement, prospectus, offering circular or other similar document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter the Company’s Agents and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionLiabilities, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementthe Registration Statement, any prospectus, offering circular or other similar document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically for use therein or furnished by such Investor to therein. Notwithstanding the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Providedforegoing, however, that the indemnity agreement provided in this Section 7 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Liabilities if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net proceeds received from its sale of Shares in such offeringthe Shares.

Indemnification by Investors. Each Investor will severally and not jointly indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each person who controls the Company within the meaning of the Securities Act, any underwriter, and each other Investor, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. ProvidedNotwithstanding the foregoing, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net proceeds received from its sale of Shares in such offering.

Indemnification by Investors. Each To the fullest extent permitted by applicable law, each Investor will indemnify will, if Registrable Securities held by such Investor are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Investors, the Company, and each of its directors current and former officers, directors, stockholders, accountants, attorneys, agents and employees, its representatives and each legal counsel and independent accountant of the Company, each person Person who controls the Company within the meaning of Section 15 of the Securities ActAct (collectively, any underwriter, and each other Investorthe “Investor Indemnified Parties”), against all claims, losses, damages and liabilities Losses (or actions in respect thereof) to the extent arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, preliminary prospectus, offering circular circular, “issuer free writing prospectus” or other similar document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under in which they were made, not misleading, and will reimburse each of the Company, such directors, and officers, control persons, underwriter and each other Investor Indemnified Parties for any reasonable and documented out-of-pocket legal or expenses and any other reasonable and documented out-of-pocket expenses reasonably actually incurred in connection with investigating or investigating, defending or, subject to the last sentence of this Section 3.2, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Investor furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Providedprovided, however, that in no event shall any indemnity under this Section 3.2 payable by any Investor exceed an amount equal to the net proceeds received by such Investor in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement provided contained in this Section 7 3.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Investor, applicable Investor (which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the net proceeds received from its sale of Shares in such offeringwithheld or delayed).

Indemnification by Investors. Each Investor will agrees (severally and not jointly) to indemnify and hold harmless, to the Companyfullest extent permitted by law, each of Parent, its directors and officers, officers and each legal counsel and independent accountant of the Company, each person Person who controls the Company Parent (within the meaning of the Securities Act or the Exchange Act, any underwriter), and each other Investor, each of such other Investor’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against all claims, losses, damages and liabilities any Losses resulting from (or actions in respect thereof) arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were Registered under the Securities Act (including any final, prospectus, offering circular preliminary or other similar documentsummary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Investor to Parent specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such sale of the Registrable Securities to the Person asserting the claim, loss, damage, liability or action, as incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statementRegistration Statement, prospectus, offering circular circular, Issuer Free Writing Prospectus or other document document, in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed Parent by such Investor and stated to be specifically expressly for use therein or furnished by such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company therein; or (B) any breach of any representation or warranty of such Investor in this Agreement. Provided, however, that the indemnity agreement provided in this Section 7 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Investor, which consent shall not be unreasonably withheld. In no event shall an Investor’s indemnification obligation exceed the liability of such Investor hereunder be greater in amount than the dollar amount of the net proceeds received from its by such Investor under the sale of Shares in Registrable Securities giving rise to such offeringindemnification obligation.

Indemnification by Investors. Each Investor In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing information concerning such holder that is required by the provisions of applicable law and regulation to be included in a Registration Statement as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, each such holder, jointly and severally, will indemnify the Company, each of its directors and officers, and each legal counsel and independent accountant of the Company, each person Person who controls the Company (within the meaning of the Securities Act) the Company against any losses, any underwriter, and each other Investor, against all claims, lossesdamages, damages liabilities and liabilities (or actions in respect thereof) arising out of or based on (A) expenses resulting from any untrue statement (or alleged untrue statement) statement of a material fact contained in the Registration Statement, Prospectus or preliminary prospectus or any such registration statement, prospectus, offering circular amendment thereof or other similar document, supplement thereto or any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and will reimburse the Company, such directors, and officers, control persons, underwriter and each other Investor for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extentmisleading, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written any information so furnished in writing to the Company by an instrument duly executed by such Investor and stated to be specifically holder expressly for use therein or furnished by in connection with such Investor to the Company in response to a request by the Company stating specifically that such information will be used by the Company thereinRegistration Statement; or (B) any breach of any representation or warranty of such Investor in this Agreement. Providedprovided, however, that the indemnity agreement provided contained in this Section 7 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the written consent of the Investorsuch holder, which consent shall not be unreasonably withheld. In withheld or delayed; and provided, further, that, in no event shall an Investor’s indemnification obligation any indemnity under this Section 7.2 exceed the net proceeds from the offering actually received from its sale of Shares in by such offeringholder.