Common use of Indemnification by Investors Clause in Contracts

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 and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses (i) arising 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 Registrable Securities 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 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, but only to the extent that such untrue statements or omissions are based solely upon information regarding such Investor furnished 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 or in any amendment or supplement thereto (it being understood that the information provided by the Investor to the Company in Exxxxxxx X-0, X-0 xnd D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit F hereto, 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 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 Investor shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or 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 (ias 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 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 Registrable Securities and (B) any untrue statement of a material fact contained in the Registration Statementregistration statement, any Prospectusprospectus, or any form of prospectus, or in any amendment or supplement thereto, or any free writing prospectus utilized in connection therewith, 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 prospectus or form of prospectus or supplement thereto, or any free writing prospectus, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished 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 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 Offering Shares and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statementregistration statement, such Prospectus prospectus or such form of prospectus or in any amendment or supplement thereto or (it being understood that ii) in the information provided by case of an occurrence of an event of the Investor to type specified in Section 3(e)(vi)(y)-(z), the Company in Exxxxxxx X-0, X-0 xnd D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit F hereto, as the same may be modified use by such Investor and other information provided by the Investor to of an outdated or defective prospectus after the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by has notified such Investor in writing expressly for use in that the Registration Statement prospectus is outdated or defective and Prospectus, as applicableprior to the receipt by such Investor of Effective Notice pursuant to Section 3(c). 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 Offering Shares 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 and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or 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 (i) arising out of or based on relating to (i) 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 thereby, (ii) any breach of any covenant, agreement or obligation of such Investor contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (iii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Registrable Securities 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 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, but only to the extent that such untrue statement or omission is contained in any information so furnished by or on behalf of such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by or on behalf of 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 or on behalf of such Investor or its agent expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto Statement (it being understood that the information provided by the Investor to the Company in Exxxxxxx Exhibits X-0, X-0 xnd D-3 to the Series C SPA and B-3 and the Plan of Distribution set forth on Exhibit F heretoD, as the same may be modified by or on behalf of such Investor and other information provided by or on behalf of 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 and ProspectusStatement), as applicable)such Prospectus or such form of Prospectus or in any amendment or supplement thereto. 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. The preceding to the contrary notwithstanding: (I) the maximum liability of each such Investor under clauses (i) and (ii) of this Section 6.4(b) shall in no event exceed the purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchase Price”; and (II) other than the obligations of each such Investor to the Company the performance of which is to be made or continue to be made by each such Investor on or after the first anniversary of the Agreement Date, all of the other obligations of each such Investor under clauses (i) and (ii) of this Section 6.4(b) shall terminate and be without further force and effect on the first anniversary of the Closing Date.

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 and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act or 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 (i) Losses, as incurred, to the extent arising out of or based on any misrepresentation or breach solely upon (x) such Investor’s failure to comply with the prospectus delivery requirements of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby Securities Act or (ii) arising out of (Ay) any violation untrue or purported violation of securities laws by such Investor in connection with any resale of Registrable Securities and (B) any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) or necessary to make the statements therein not misleadingmisleading (i) to the extent, but only to the extent extent, that such untrue statements statement or omissions are based solely upon omission is contained in any information regarding so furnished in writing by such Investor furnished to the Company by in such Investor’s capacity as a selling Investor or its agent in writing specifically and expressly for use therein, inclusion in such Registration Statement or such Prospectus 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 or its agent expressly for use in a Registration Statement (it being understood that the Registration StatementInvestor has approved Annex A hereto for this purpose), such Prospectus or such form of prospectus or in any amendment or supplement thereto or (it being understood ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Investor in writing that the information provided by the Investor to the Company in Exxxxxxx X-0Prospectus is outdated, X-0 xnd D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit F hereto, as the same may be modified defective or otherwise unavailable for use by such Investor and other information provided by the Investor prior to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved receipt by such Investor of the Advice contemplated in writing expressly for use in the Registration Statement and Prospectus, as applicableSection 7(d). In no event shall the liability of any selling Investor hereunder under this Section 6(b) be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by 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 and each Person who controls “controls” the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses (i) arising 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 Registrable Securities Common Shares 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 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, but only to the extent that such untrue statements or omissions are based solely upon information regarding such Investor furnished 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 or in any amendment or supplement thereto (it being understood that the information provided by the Investor to the Company in Exxxxxxx X-0Exhibits B-0, X-0 xnd D-3 to the Series C SPA and B-3 and the Plan of Distribution set forth on Exhibit F heretoE, 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 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 Investor shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or 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 (i) to the extent arising out of or based on relating to (i) 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 thereby, (ii) arising out any breach of (A) any violation covenant, agreement or purported violation obligation of securities laws by such Investor contained in connection with the Transaction Documents or any resale of Registrable Securities and other certificate, instrument or document contemplated hereby or thereby, (Biii) 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 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, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company for inclusion in such Registration Statement or such Prospectus or to the extent that such untrue statements or omissions are based solely upon in strict conformity with information regarding such Investor furnished 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 or in any amendment or supplement thereto Statement (it being understood that the information provided by the Investor to the Company in Exxxxxxx Exhibits X-0, X-0 xnd D-3 to the Series C SPA and B-3 and the Plan of Distribution set forth on Exhibit F heretoD, 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 and ProspectusStatement), as applicable)such Prospectus or such form of Prospectus or in any amendment or supplement thereto. 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, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses (i) arising 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 Registrable Securities Common Shares 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 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, but only to the extent that such untrue statements or omissions are based solely upon information regarding such Investor furnished 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 or in any amendment or supplement thereto (it being understood that the information provided by the Investor to the Company in Exxxxxxx X-0Exhibits B-0, X-0 xnd D-3 to the Series C SPA and B-3 and the Plan of Distribution set forth on Exhibit F heretoE, 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 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 Investor shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses (i) arising 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 Registrable Securities 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 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, but only to the extent that such untrue statements or omissions are based solely upon information regarding such Investor furnished 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 or in any amendment or supplement thereto (it being understood that the information provided by the Investor to the Company in Exxxxxxx X-0, X-0 xnd and D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit F hereto, 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 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 Investor shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or 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 (i) Losses, as incurred, to the extent arising out of or based on any misrepresentation or breach solely upon: (x) such Investor’s failure to comply with the prospectus delivery requirements of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby Securities Act or (ii) arising out of (Ay) any violation untrue or purported violation of securities laws by such Investor in connection with any resale of Registrable Securities and (B) any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in i) to the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingextent, but only to the extent extent, that such untrue statements statement or omissions are based solely upon omission is contained in any information regarding so furnished in writing by such Investor furnished to the Company by specifically for inclusion in such Investor Registration Statement or its agent in writing expressly for use therein, such Prospectus 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 or its agent expressly for use in the a Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto (it being understood that the information provided by the Investor to the Company in Exxxxxxx X-0, X-0 xnd D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit F hereto, 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 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 Investor shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or 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 (i) Losses, as incurred, to the extent arising out of or based on any misrepresentation or breach solely upon: (x) such Investor’s failure to comply with the prospectus delivery requirements of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby Securities Act or (ii) arising out of (Ay) any violation untrue or purported violation of securities laws by such Investor in connection with any resale of Registrable Securities and (B) any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in i) to the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingextent, but only to the extent extent, that such untrue statements statement or omissions are based solely upon omission is contained in any information regarding so furnished in writing by such Investor furnished to the Company by specifically for inclusion in such Investor Registration Statement or its agent in writing expressly for use therein, such Prospectus 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 or its agent expressly for use in a Registration Statement (it being understood that the Registration StatementInvestor has approved Annex A hereto for this purpose), such Prospectus or such form of prospectus or in any amendment or supplement thereto or (it being understood that ii) in the information provided by case of an occurrence of an event of the Investor to type specified in Section 3(c)(iii)-(vi), the Company in Exxxxxxx X-0, X-0 xnd D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit F hereto, as the same may be modified use by such Investor and other information provided by the Investor to of an outdated or defective Prospectus after the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by has notified such Investor in writing expressly for use that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in the Registration Statement and Prospectus, as applicableSection 6(d). 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, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or 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 (i) Losses, as incurred, arising solely out of or based on any misrepresentation or breach solely upon: (x) such Investor's failure to comply with the prospectus delivery requirements of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby Securities Act or (ii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Registrable Securities and (By) any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in not misleading to the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingextent, but only to the extent that that, (1) 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 '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 StatementStatement (it being understood that the Investor has approved Annex A hereto for this purpose), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto or (it being understood that 2) in the information provided by case of an occurrence of an event of the Investor to type specified in Section 3(b)(ii)-(v), the Company in Exxxxxxx X-0, X-0 xnd D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit F hereto, as the same may be modified use by such Investor and other information provided by the Investor to of an outdated or defective Prospectus after the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by has notified such Investor in writing expressly for use in that the Registration Statement Prospectus is outdated or defective and prior to the receipt by such Investor of an Advice or an amended or supplemented Prospectus, as applicable)but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. 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, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or 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 (i) arising 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 Registrable Securities 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 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, but only to the extent that such untrue statement or omission is contained in any information so furnished 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 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 (it being understood that ii) in the information provided by case of an occurrence of an event of the Investor to type specified in Section 6.2(c)(v)-(vii), the Company in Exxxxxxx X-0, X-0 xnd D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit F hereto, as the same may be modified use by such Investor and other information provided by the Investor to of an outdated or defective Prospectus after the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by has notified such Investor in writing expressly for use that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in the Registration Statement and Prospectus, as applicable)Section 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.