Common use of Indemnification by Investors Clause in Contracts

Indemnification by Investors. Each Investor 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading 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 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 in writing to the Company by 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 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or in any amendment or supplement thereto or (ii) in the case of a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any selling Investor 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.

Indemnification by Investors. Each Investor 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading 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 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 in writing to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor’s 's proposed method of distribution of Registrable Registerable Securities and was reviewed and expressly approved in writing by such Investor 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 a Suspensionan occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has provided notified such Investor in writing that the Investor with a Suspension Notice Prospectus is outdated or defective and prior to the receipt by such Investor of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised Advice contemplated in writing by the Company that the use of the applicable Prospectus may be resumedSection 2.4. In no event shall the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Registerable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each Investor shallInvestor, severally and not jointly, agrees to indemnify and hold harmless the CompanyCompany (and each person, its directorsif any, officers, 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, each officer of the Company who signs the Registration Statement and each director of the Company), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses any losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as determined by a court of competent jurisdiction such losses, claims, damages or liabilities (or actions or proceedings in a final judgment not subject to appeal respect thereof) arise out of, or review) arising solely out of are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or any form of prospectus, omission or in any amendment or supplement thereto, or arising solely out of any 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 any Prospectus or form of prospectus or supplement theretotherein, in the light of the circumstances under which they were made) , not misleading in each case, on the effective date thereof, if, and to the extent, but only to the extent, that such untrue statement or omission is contained or alleged untrue statement or omission was made in any reliance upon and in conformity with written information so furnished in writing by or on behalf of such Investor 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 in writing to the Company by 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 expressly for use in preparation of the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of a Suspension, the use by and such Investor of an outdated or defective Prospectus after will reimburse the Company has provided the Investor with a Suspension Notice (and prior each of its officers, directors or controlling persons) for any legal or other expenses reasonably incurred in investigating, defending or preparing to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statementdefend any such action, proceeding or until it is advised claim; provided, however, that in writing by the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any selling Investor hereunder indemnity under this Paragraph 5(b) be greater in amount than the dollar net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement and (ii) the amount of the net proceeds any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such Investor upon the sale of the such Registrable Securities giving rise to such indemnification obligationSecurities.

Indemnification by Investors. Each Investor 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 SECTION 15 of the Securities Act and Section SECTION 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading 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 such 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 in writing to the Company by such Investor in writing expressly for use therein, or 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 the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such 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 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 a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumedthereto. In no event shall the liability of any selling Investor 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.

Indemnification by Investors. Each In the event of any registration of any Shares under the Securities Act pursuant to this Purchase Agreement, each Investor shall, will severally and not jointly, indemnify and hold harmless harmless, to the full extent permitted by law, Company, its directors and officers, general partners, limited partners and managing directors, officersand each other Person, agents and employeesif any, each Person who controls the Controls, is Controlled by or is under common Control with Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)each other Investor against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with Investor's consent, which consent will not be unreasonably withheld) to which Company, any such director or officer or general or limited partner or managing director or any such Controlling Person or such other Investor may become subject under the directorsSecurities Act, officersUnited States state securities "blue sky" laws, agents common law or employees of otherwise, insofar as such controlling Personslosses, to the fullest extent permitted by applicable lawclaims, from and against all Losses damages or liabilities (as determined by a court of competent jurisdiction or actions or proceedings in a final judgment not subject to appeal respect thereof) or review) arising solely expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of a material any Material fact contained in any registration statement under which such Shares were registered under the Registration StatementSecurities Act, any Prospectuspreliminary prospectus, final or summary prospectus contained therein, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of (B) any omission of or alleged omission to state therein a material Material fact required to be stated therein or necessary to make the statements therein not misleading. Investor shall reimburse Company and each such director, officer, general or limited partner, managing director and Controlling Person and such other Investor for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such loss, claim, liability, action or proceeding; provided however, that each Investor shall be liable hereunder (i) in the any such case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading to the extent, but if and only to the extentextent that any such loss, that such claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or omission is contained made in any reliance upon and in conformity with information so regarding such Investor furnished to Company in writing by such Investor 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 in writing to the Company by 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 expressly for use in the Registration Statementregistration statement or prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or and (ii) in the case of a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised any event in writing by the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net gross proceeds (including any underwriting commission or discount) received by such Investor upon the from its sale of the Registrable Securities giving rise Shares pursuant to such indemnification obligationregistration statement or prospectus. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of Company or any such director, officer, general partner, limited partner, managing director, Controlling Person or other Investor and shall survive the transfer of such Shares by the indemnifying Investor.

Indemnification by Investors. Each Investor 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any material breach of this Agreement by such Investor or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or 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 to misleading, in each case, on the extenteffective date thereof, 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 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 in writing to the Company by such Investor in writing 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 for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits B-0, X-0 xnd B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified in writing 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 event of a Suspension, the use by such an Investor of an a defective or outdated or defective Prospectus after the Company has provided the informed such Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumedis defective or outdated. In no event shall the liability of any selling Investor hereunder (when combined with liability of such Investor under Section 6.4(d)) 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 Investors. Each Investor shall, severally (and not jointly, ) will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1(a)) the Company, its officers, directors, officersmanagers, agents and employees, limited partners, general partners, equityholders, investment managers, management companies and Affiliates (in each Person case, in their capacities as such), and each other Person, if any, who controls Controls such the Company (within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including reasonable legal fees and costs of court), joint or several, to which the Company and such officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies or Affiliates or any such controlling Person may become subject under the Securities Act and Section 20 of the Exchange Act)or otherwise, and the directorsinsofar as such losses, officersclaims, agents damages, or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses liabilities (as determined by a court of competent jurisdiction or any actions in a final judgment not subject to appeal or reviewrespect thereof) arising solely arise out of or are based upon any untrue or alleged untrue statement of a any material fact contained (a) contained, on its effective date, in any Shelf Registration Statement under which such securities were registered under the Registration Statement, any Prospectus, Securities Act or any form of prospectus, or in any amendment or supplement theretoto any of the foregoing, or arising solely which arise out of any or are based upon the omission of or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of the prospectus or supplement theretoany preliminary prospectus forming a part of such Shelf Registration Statement, in the light of the circumstances under which they were made) not misleading or (b) contained in any preliminary prospectus (if used prior to the extent, but only filing of the final prospectus) or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the extentfinal prospectus), that or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such untrue prospectus or necessary to make the statements in such prospectus not misleading, if and to the extent such statement or omission is contained was made in any reliance upon and in conformity with information so furnished in writing by such Investor 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 in writing to the Company by or on behalf of such Investor expressly specifically for use thereinin the preparation thereof; provided, or however, that the total amount to be indemnified by such Investor pursuant to this Section 7.2 shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Investor in the offering to which such Shelf Registration Statement relates; provided, further, that an Investor shall not be liable in any case to the extent that prior to the filing of any such information relates to Shelf Registration Statement, prospectus or any amendment thereof or supplement thereto, such Investor or such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved has furnished in writing to the Company information expressly for use in, and within a reasonable period of time prior to the effectiveness of, such Shelf Registration Statement, prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided by such Investor 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 a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any selling Investor 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 obligationCompany.

Indemnification by Investors. Each Investor shallwill, severally and not jointlyin the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Investor, indemnify and hold harmless the Company, each of its directorsdirectors and officers and each underwriter (if any), officersand each other person, agents and employeesif any, each Person who controls the Company (such Investor or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directorsagainst any losses, officersclaims, agents judgments, damages or employees of liabilities, whether joint or several, insofar as such controlling Personslosses, to the fullest extent permitted by applicable lawclaims, from and against all Losses judgments, damages or liabilities (as determined by a court of competent jurisdiction or actions in a final judgment not subject to appeal or reviewrespect thereof) arising solely arise out of or are based upon any untrue statement or 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 theretoto the Registration Statement, or arising solely arise out of or are based upon any omission of or the alleged omission to state a material fact required to be stated therein or necessary to make the statements statement therein (in not misleading, if 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 to 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 such Investor 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 in writing to the Company by such Investor expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Investor’s indemnification obligations hereunder shall be several and not joint and shall be limited 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 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 a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability amount of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligationselling holder.

Indemnification by Investors. Each Investor 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading 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 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 in writing to the Company by 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 Registerable Securities and was reviewed and expressly approved in writing by such Investor 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 a Suspensionan occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has provided notified such Investor in writing that the Investor with a Suspension Notice Prospectus is outdated or defective and prior to the receipt by such Investor of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised Advice contemplated in writing by the Company that the use of the applicable Prospectus may be resumedSection 2.4. In no event shall the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Registerable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each Investor shallPurchaser, severally and not jointly, agrees to indemnify and hold harmless the CompanyCompany (and each person, its directorsif any, officers, 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, each officer of the Company who signs the Registration Statement and each director of the Company), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses any losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as determined such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by a court of competent jurisdiction in a final judgment not subject to appeal such Purchaser or review) arising solely out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or any form of prospectus, omission or in any amendment or supplement thereto, or arising solely out of any 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 any Prospectus or form of prospectus or supplement theretotherein, in the light of the circumstances under which they were made) , not misleading in each case, on the effective date thereof, if, and to the extent, but only to the extent, that such untrue statement or omission is contained or alleged untrue statement or omission was made in any reliance upon and in conformity with written information so furnished in writing by or on behalf of such Investor to the Company Purchaser 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 in writing to the Company by 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 expressly for use in preparation of the Registration Statement, and such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of a Suspension, the use by such Investor of an outdated or defective Prospectus after Purchaser will reimburse the Company has provided the Investor with a Suspension Notice (and prior each of its officers, directors or controlling persons) for any legal or other expenses reasonably incurred in investigating, defending or preparing to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statementdefend any such action, proceeding or until it is advised claim; provided, however, that in writing by the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any selling Investor hereunder indemnity under this Paragraph 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds received by such Investor upon of (i) the sale purchase price of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationobligation and (ii) the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such Purchaser upon the sale of such Registrable Securities.

Indemnification by Investors. Each Investor 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading 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 such 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 in writing to the Company by such Investor in writing expressly for use thereinin the Registration Statement or Prospectus, 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 expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, 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 a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumedthereto. In no event shall the liability of any selling Investor 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.

Indemnification by Investors. Each Investor 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading 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 such Investor 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 in writing to the Company by such Investor expressly for use therein, or 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 the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of a Suspensionan occurrence of an event of the type specified in Section 6.2(c)(v), 6.2(c)(vi) or 6.2(c)(vii), the use by such Investor of an outdated or defective Prospectus after the Company has provided notified such Investor in writing that the Investor with a Suspension Notice Prospectus is outdated or defective and prior to the receipt by such Investor of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised Advice contemplated in writing by the Company that the use of the applicable Prospectus may be resumedSection 6.5. In no event shall the liability of any selling Investor 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.

Indemnification by Investors. Each Investor shall, severally separately (and not jointly, jointly or severally) will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.8(a)) the Company, its officers, directors, officersmanagers, agents and employees, limited partners, general partners, equityholders, investment managers, management companies and Affiliates (in each Person case, in their capacities as such), and each other Person, if any, who controls the Company (within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including reasonable legal fees and costs of court), joint or several, to which the Company and such officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies or Affiliates or any such controlling Person may become subject under the Securities Act and Section 20 of the Exchange Act)or otherwise, and the directorsinsofar as such losses, officersclaims, agents damages, or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses liabilities (as determined by a court of competent jurisdiction or any actions in a final judgment not subject to appeal or reviewrespect thereof) arising solely (i) arise out of or are based upon any untrue or alleged untrue statement of a any material fact contained contained, on any applicable effective date, in any Shelf Registration Statement under which such securities were registered under the Registration Statement, any Prospectus, Securities Act or any form of prospectus, or in any amendment or supplement theretoto any of the foregoing, or arising solely which arise out of any or are based upon the omission of or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of the prospectus or supplement theretoany preliminary prospectus forming a part of such Shelf Registration Statement, in the light of the circumstances under which they were made) not misleading or (ii) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in any preliminary prospectus (if used prior to the extent, but only filing of the final prospectus) or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the extentfinal prospectus), that or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such untrue prospectus or necessary to make the statements in such prospectus not misleading, in the case of each of (i) and (ii), if and to the extent such statement or omission is contained was made in any reliance upon and in conformity with information so furnished in writing by such Investor 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 in writing to the Company by or on behalf of such Investor expressly specifically for use therein; provided, or however, that the total amount to be indemnified by such Investor pursuant to this Section 6.8(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Investor in the offering to which such Shelf Registration Statement relates; provided, further, that an Investor shall not be liable in any case to the extent that prior to the filing of any such information relates to Shelf Registration Statement, prospectus or any amendment thereof or supplement thereto, such Investor or such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved has furnished in writing to the Company information expressly for use in, and within a reasonable period of time prior to the effectiveness of, such Shelf Registration Statement, prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided by such Investor 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 a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any selling Investor 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 obligationCompany.

Indemnification by Investors. Each Investor 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading 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 such 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 in writing to the Company by such Investor in writing 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 expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such 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 such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of Prospectus prospectus or in any amendment or supplement thereto or (ii) in the case of a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumedthereto. In no event shall the liability of any selling Investor 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.

Indemnification by Investors. Each Investor shall, severally and not jointlyjointly and notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents 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 Act), and the directors, officers, agents or partners, members, agents, and employees of each such controlling PersonsPerson, to the fullest extent permitted by applicable law, from and against any and all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of Company prospectus, or in any amendment or supplement thereto, or in any Company preliminary prospectus, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading 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 for inclusion in such Registration Statement or such Prospectus or to the extent that (iA) such untrue statements statements, or omissions are based solely upon information regarding such Investor furnished in writing to the Company by 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 expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto thereof or (iiB) in the case of a Suspensionan occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has provided notified such Investor in writing that the Investor with a Suspension Notice Prospectus is outdated or defective and prior to the receipt by such Investor of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised Advice contemplated in writing by the Company that the use of the applicable Prospectus may be resumedSection 6.5. In no event shall the liability of any selling Investor 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. Such Investor shall notify the Company promptly of the institution, threat, or assertion of any Proceeding of which such Investor is aware in connection with the transactions contemplated by this Agreement.

Indemnification by Investors. Each Investor shall, severally and not jointlynotwithstanding any termination of this Agreement, indemnify and hold harmless harmless, to the fullest extent permitted by law, severally and not jointly with any other Investors, the Company, its directors, officersits officers who sign the Registration Statement, 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 lawall other prospective sellers, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in such Registration Statement under which such Registrable Securities were registered under the Registration StatementSecurities Act, any preliminary, final or summary Prospectus, contained therein or any form of prospectusrelated thereto, or in any amendment or supplement thereto, together with the documents incorporated by reference therein, or arising solely out of any free writing prospectus utilized in connection therewith, incident to any such registration, qualification, or compliance, or based on any omission of (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 8(b)) reimburse the Company, its directors, its officers who sign the Registration Statement, 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 all other prospective sellers for any legal or any other expenses reasonably incurred in the case of connection with investigating or defending any Prospectus such claim, loss, damage, liability, or form of prospectus or supplement theretoaction, in the light of the circumstances under which they were made) not misleading each case 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 for inclusion made in such Registration Statement Statement, preliminary, final or such Prospectus summary Prospectus, contained therein or to related thereto, or any amendment or supplement thereto, together with the extent documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith in reliance upon and in conformity with written information that (i) such untrue statements or omissions are based solely upon information regarding such Investor is furnished in writing to the Company by such Investor expressly for use therein, or to the extent inclusion therein and that such information relates to such Investor or such Investor’s proposed method ; provided, however, that the obligations of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the Registration Statement, such Prospectus or such form consent of Prospectus or in any amendment or supplement thereto or (ii) in the case of a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice (which consent shall not be unreasonably withheld); and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statementprovided, or until it is advised in writing by the Company further, that the use of the applicable Prospectus may be resumed. In no event shall the liability of any selling such Investor hereunder shall be greater in amount than the dollar amount of limited to the net proceeds received by such selling Investor upon from the sale of the Registrable Securities giving rise to covered by such indemnification obligationRegistration Statement.

Indemnification by Investors. Each To the fullest extent permitted by applicable law, each Investor shallwill, 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 jointlyjointly with any other Investors, indemnify and hold harmless the Company, each of its directors, officers, agents and employeesrepresentatives, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Investor Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction or actions in a final judgment not subject respect thereof) to appeal or review) the extent arising solely out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statementany registration statement, any Prospectusprospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of based on any omission of (or alleged omission) to state therein 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 theretotherein, in the light of the circumstances under in which they were made) , not misleading misleading, and will reimburse each of the Investor Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such 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 contained in any information so furnished in writing by such Investor to the Company specifically for inclusion made in such Registration Statement registration statement, prospectus, offering circular, “issuer free writing prospectus” or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely other document in reliance upon and in conformity with written information regarding such Investor furnished in writing to the Company by such Investor expressly and stated to be specifically for use therein; provided, or to the extent however, 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 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 a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any selling indemnity under this Section 3.2 payable by any Investor hereunder be greater in exceed an amount than the dollar amount of equal to the net proceeds received by such Investor upon the sale in respect of the Registrable Securities giving rise sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such indemnification obligationsettlement is effected without the prior written consent of the applicable Investor (which consent shall not be unreasonably withheld or delayed).

Indemnification by Investors. Each Investor 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement theretothereto used in connection with the resale of the Registrable Securities, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretothereto used in connection with the resale of the Registrable Securities, in the 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 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 in writing to the Company by such Investor in writing expressly for use therein, or (ii) 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 expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, 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 a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumedthereto. In no event shall the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds (after discounts and commissions but before expenses) received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees, employees and 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 law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or reviewi) arising solely out of or based on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (ii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Common Stock and (B) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading to the extentmisleading, 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 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 in writing to the Company by such Investor or its agent in writing 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 or its agent expressly for use in the Registration Statement, such Prospectus or such form of Prospectus prospectus or in any amendment or supplement thereto or (ii) it being understood that the information provided by the Investor to the Company in Exxxxxxx X-0, X-0 and D-3 and the case Plan of a SuspensionDistribution set forth on Exhibit F, as the use same may be modified by such Investor of an outdated or defective Prospectus after and other information provided by the Investor to the Company has provided the Investor with a Suspension Notice and prior in or pursuant to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing by expressly for use in the Company that the use of the applicable Prospectus may be resumedRegistration Statement and Prospectus, as applicable). In no event shall the liability of any selling Investor 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.

Indemnification by Investors. Each To the fullest extent permitted by law, each Investor shall, severally and not jointly, of Registrable Common which is included in a registration statement pursuant to the provisions hereof will indemnify and hold harmless the Company, its directors, directors and officers, agents and employeeseach Person, each Person if any, who controls the Company (within the meaning of Section 15 the Securities Act, any other Investor selling securities pursuant to such registration statement, any controlling Person of any such selling Investor, any underwriter and any controlling Person of any such underwriter (including any broker or dealer through whom such of the shares may be sold) (each, an “Indemnitee”) from and against, and will reimburse any Indemnitee with respect to, any and all Losses to which such Indemnitee may become subject under the Securities Act and Section 20 of the Exchange Act), state securities laws or otherwise, and the directorsCompany will pay to each such Investor, officersunderwriter or controlling person any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, agents insofar as such Losses are caused by any untrue or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any alleged untrue statement of a any material fact contained in the Registration Statementsuch registration statement, any Prospectus, prospectus contained therein or any form of prospectus, or in any amendment or supplement thereto, or arising solely arise out of any or are based upon the omission of or the alleged omission to state therein 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 theretotherein, in the light of the circumstances under in which they were made) , not misleading misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was so made in any reliance upon and in conformity with written information so furnished in writing by such Investor 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 in writing to the Company by 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 expressly for use in the Registration Statementpreparation thereof, and provided, however, that the indemnity agreement in this Section 2.6(b) shall not apply to amounts paid in settlement of any such Prospectus Loss if such settlement is effected without the consent of the indemnifying Investor, which consent shall not be unreasonably withheld; provided, however, that such indemnifying Investor shall not, without approval of each party being indemnified pursuant to this Section 2.6(b), which approval shall not be unreasonably withheld, consent to entry of any judgment or such form of Prospectus enter into any settlement which does not include as an unconditional term the giving by the claimant or in any amendment or supplement thereto or (ii) in plaintiff to the case parties being so indemnified of a Suspensionrelease from all liability with respect to such claim or litigation; and provided, further that the use obligations of such Investors under this Section 2.6(b) shall be limited to the amount by which the proceeds to each such Investor of Registrable Common from such offering exceeds the amount paid (including underwriters’ discounts and commissions, if any) by such Investor of an outdated or defective Prospectus after the Company has provided the Investor in connection with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any selling Investor 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 obligationregistration.

Indemnification by Investors. Each Investor shallInvestor, severally and not jointly, agrees to indemnify and hold harmless the CompanyCompany (and each person, its directorsif any, officers, 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, each officer of the Company who signs the Registration Statement and each director of the Company), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses any losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as determined such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by a court of competent jurisdiction in a final judgment not subject to appeal such Investor or review) arising solely out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or any form of prospectus, omission or in any amendment or supplement thereto, or arising solely out of any 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 any Prospectus or form of prospectus or supplement theretotherein, in the light of the circumstances under which they were made) , not misleading to in each case, on the extenteffective date thereof, but if, and only to the extent, that such untrue statement or omission is contained or alleged untrue statement or omission was made in any reliance upon and in conformity with written information so furnished in writing by or on behalf of such Investor 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 in writing to the Company by 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 expressly for use in preparation of the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of a Suspension, the use by and such Investor of an outdated or defective Prospectus after will reimburse the Company has provided the Investor with a Suspension Notice (and prior each of its officers, directors or controlling persons) for any legal or other expenses reasonably incurred in investigating, defending or preparing to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statementdefend any such action, proceeding or until it is advised claim; provided, however, that in writing by the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any selling Investor hereunder indemnity under this Section 6.4(b) be greater in amount than the dollar amount of the proceeds (net proceeds of (i) the purchase price of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation and (ii) the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such Investor upon the sale of the such Registrable Securities giving rise to such indemnification obligationSecurities.

Indemnification by Investors. Each Investor 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 determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, prospectus contained therein or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus contained therein or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not 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 such Investor to the Company specifically for inclusion in such Registration Statement or such Prospectus prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by such Investor expressly for use therein, or 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 the Registration Statement, such Prospectus prospectus or such form of Prospectus prospectus or in any amendment or supplement thereto or (ii) in the case of a Suspensionan occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus prospectus contained therein after the Company has provided notified such Investor in writing that the Investor with a Suspension Notice prospectus contained therein is outdated or defective and prior to the receipt by such Investor of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised Advice contemplated in writing by the Company that the use of the applicable Prospectus may be resumedSection 2.4. In no event shall the liability of any selling Investor 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.