Common use of Indemnification by Selling Holders Clause in Contracts

Indemnification by Selling Holders. In the case of each offering made pursuant to this Agreement, each Selling Holder, by exercising its registration rights hereunder, agrees to indemnify and hold harmless, to the extent permitted by law, the Company, each other Selling Holder and each Person, if any, who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement made by such Selling Holder of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or any omission by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement (or in any preliminary, final or summary prospectus included therein), or any amendment thereof or supplement thereto. The liability of any Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Selling Holders. In the case of each offering made pursuant to this AgreementEach selling Holder will severally, each Selling Holdernot jointly and severally, by exercising its registration rights hereunder, agrees to indemnify and hold harmless, to the extent permitted by law, harmless the Company, each other Selling Holder and of its directors, each Personof its officers who have signed the registration statement, each person, if any, who controls or is alleged to control (the Company within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate either Section 15 of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwiseSection 20(a) of the Exchange Act, including any amount paid in settlement underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s officers directors, employees or agents or any litigation commenced person who controls such Holder within the meaning of either Section 15 of the Securities Act or threatenedSection 20(a) of the Exchange Act, insofar as such from and against all losses, liabilitiesclaims, costsliabilities and expenses (including reasonable costs of investigation and legal expenses), claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise arising out of or are based upon any untrue statement made by such Selling Holder or alleged untrue statement of a material fact contained in the any registration statement (or prospectus or in any preliminary, final amendment or summary prospectus included therein) relating to the offering and sale of such Registrable Securities prepared by the Company supplement thereto or at its directionin any preliminary prospectus, or any amendment thereof arising out of or supplement thereto, or based upon any omission by such Selling Holder of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) , not misleading, but in each case to the extent (and only to the extent extent) that such untrue statement of a material fact or omission or allegation thereof is contained in, or such material fact is omitted from, made in reliance on and in conformity with the information relating to such Selling Holder and furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion use in connection with such registration statement (or registration; provided, however, that the total amounts payable in any preliminary, final or summary prospectus included therein), or any amendment thereof or supplement thereto. The liability of any Selling indemnity by a Holder hereunder under this Section 1(e) shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of exceed the net proceeds received by such Selling Holder under in the sale registered offering out of the Registrable Securities which such event giving rise to such indemnification obligationthe indemnity arises.

Indemnification by Selling Holders. In the case of each offering made pursuant to this Agreement, each Selling Holder, by exercising its registration rights hereunder, agrees to indemnify and hold harmless, to the extent permitted by law, the Company, each other Selling Holder and each Person, if any, who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement made by such Selling Holder of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or any omission by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement (or in any preliminary, final or summary prospectus included therein), or any amendment thereof or supplement thereto; provided, however, that such Selling Holder shall not be liable in any case to the extent that prior to the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, such Selling Holder has furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. The liability of any Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Selling Holders. In the case of each offering made pursuant to this Agreementconnection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, each such Selling HolderHolder agrees, by exercising its registration rights hereunderseverally and not jointly with any other Person, agrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, the Company, each other Selling Holder the officers and directors of the Company, and each PersonPerson who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate Section 15 of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwiseSection 20 of the Exchange Act) such underwriter (collectively, including any amount paid in settlement of any litigation commenced or threatened“Company Indemnitees”), insofar from and against all Losses, as such lossesincurred, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise arising out of or are based upon on (i) any untrue statement made by such Selling Holder (or alleged untrue statement) of a material fact contained in the registration statement any such Registration Statement (or in any preliminarypreliminary or final Prospectus contained therein, final any document incorporated by reference therein or summary prospectus included thereinIssuer Free Writing Prospectus related thereto) relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof of or supplement theretoto any of the foregoing, or any omission by such Selling Holder 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 a prospectus final or preliminary prospectusProspectus, in light of the circumstances under which they were made) not misleading, but in each case only solely to the extent that such untrue statement of a material fact (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any preliminary or final Prospectus contained intherein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), or such material fact is omitted fromany amendment of or supplement to any of the foregoing or other document, in reliance upon and in conformity with written information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement document (all of which information is set forth on Schedule I hereto; for purposes of this Section 2.14(b), any information relating to any underwriter that is contained in a Registration Statement or in any preliminary, final or summary prospectus included thereinProspectus shall not be deemed to be information relating to a Registration Indemnitee), or (ii) a Delivery Failure (other than any amendment Delivery Failure related to an Underwritten Offering); provided, that no Selling Holder will be liable to any Person who participates as an underwriter in any underwritten offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 2.14 with respect to any preliminary Prospectus or the final Prospectus (including any amended or supplemented preliminary or final Prospectus), as the case may be, to the extent that any such loss, claim, damage or liability of such underwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final Prospectus as then amended or supplemented, whichever is most recent, if the Company has previously furnished copies thereof to such underwriter and such final Prospectus, as then amended or supplement theretosupplemented, has corrected any such misstatement or omission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The liability of any Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to such indemnification obligationbe bound by the provisions of this Agreement (including this Section 2.14) applicable to it.

Indemnification by Selling Holders. In Each Selling Stockholder agrees, to jointly and severally with regard to the case of each offering made pursuant to this Rowexxxx Xxxckholders (as defined in the Purchase Agreement, each Selling Holder, by exercising its registration rights hereunder, agrees to indemnify ) and severally but not jointly between the Rowexxxx Xxxckholders and Michxxx Xxxxxxxxxx xxxemnify and hold harmless, to the extent permitted by law, the Company, each other Selling Holder its officers, directors, employees, advisors and agents, and each PersonControlling Person of the Company, if any, who controls or is alleged to control (within together with the meaning set forth in the Securities Act) any of the foregoingpartners, any Affiliate of any of the foregoing, and the officers, directors, partnersemployees, employees advisors and agents of each of the foregoingsuch Controlling Person, from and against any Damages and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages any action in respect thereof to which they or the Company and any of them such Controlling Person may become subject, subject under the Securities Act Act, the Exchange Act, state blue sky laws, common laws or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages Damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of of, or are based upon upon, (x) any untrue statement made by such Selling Holder of a material fact contained in the registration statement (any Registration Statement or in Prospectus or any preliminary, final preliminary or summary prospectus included therein) relating to the offering and sale of such Registrable Securities prepared by the Company or at its directionProspectus, or any amendment thereof or supplement thereto, or (y) any omission by such Selling Holder of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact is contained in, or such material fact relating to the Selling Holder is omitted from, information relating related to such Selling Holder Holder, or its plan of distribution, furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement (or use in any preliminary, final Registration Statement or summary prospectus included therein)Prospectus, or any amendment thereof or supplement thereto. The liability of , or any Selling Holder hereunder shall be several and not joint and in no event shall preliminary or summary Prospectus with the understanding that the liability of any pursuant to this Section 4.2, except where the Selling Holder hereunder be greater Holders are grossly negligent or engage in amount than malfeasance or willful misconduct, shall not exceed the dollar amount of the net proceeds received by the Selling Holders from the Registrable Securities sold pursuant to such Registration Statement; provided, however, that such Selling Holder under shall not be liable in any such case to the sale extent that prior to the filing of any such Registration Statement or Prospectus or amendment or supplement thereto, such Selling Holder has furnished in writing to the Registrable Securities giving rise to Company information for use in such indemnification obligation.Registration Statement or Prospectus or

Indemnification by Selling Holders. In the case of each offering made pursuant to this Agreement, each Selling Holder, by exercising its registration and/or piggyback rights hereunderunder this Agreement, agrees agrees, severally and not jointly, to indemnify and hold harmless, to the extent permitted by applicable law, the Company, each other Selling Holder and each Person, if any, who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, members, employees and agents of each of the foregoing, against any and all losses, liabilities, ​ costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement made by such Selling Holder of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) or in the Disclosure Package relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or any omission by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact is contained inoccurs in reliance upon and in conformity with, or such material fact is omitted from, information relating to such Selling Holder (which information shall be limited to the name of such Selling Holder, the address of such Selling Holder, the number of shares of Common Stock held by such Selling Holder, the number of shares of Common Stock being offered by such Selling Holder in the offering and the nature of the beneficial ownership of the Common Stock owned by such Person) furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement (or in any preliminary, final or summary prospectus included therein)) or Disclosure Package, or any amendment thereof or supplement thereto. The liability of any Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Selling Holders. In the case of each offering made pursuant to this Agreementconnection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, each such Selling HolderHolder agrees, by exercising its registration rights hereunderseverally and not jointly with any other Person, agrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, the Company, each other Selling Holder the officers, directors and employees of the Company, and each PersonPerson who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate Section 15 of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwiseSection 20 of the Exchange Act) such underwriter, including any amount paid in settlement of any litigation commenced or threatenedfrom and against all Losses, insofar as such lossesincurred, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise arising out of or are based upon on (i) any untrue statement made by such Selling Holder (or alleged untrue statement) of a material fact contained in the registration statement any such Registration Statement (or in any preliminarypreliminary or final Prospectus contained therein, final any document incorporated by reference therein or summary prospectus included thereinIssuer Free Writing Prospectus related thereto) relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof of or supplement theretoto any of the foregoing, or any omission by such Selling Holder 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 a prospectus final or preliminary prospectusProspectus, in light of the circumstances under which they were made) not misleading, but in each case only solely to the extent that such untrue statement of a material fact (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any preliminary or final Prospectus contained intherein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), or such material fact is omitted fromany amendment of or supplement to any of the foregoing or other document, information relating to such Selling in reliance upon and in conformity with the Holder Information furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement document (for purposes of this Section 2.13(b), any information relating to any underwriter that is contained in a Registration Statement or in any preliminary, final or summary prospectus included thereinProspectus shall not be deemed to be information relating to a Selling Holder), or (ii) a Delivery Failure (other than any amendment Delivery Failure related to an Underwritten Offering); provided, that no Selling Holder will be liable to any Person who participates as an underwriter in any underwritten offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 2.13 with respect to any preliminary Prospectus or the final Prospectus (including any amended or supplemented preliminary or final Prospectus), as the case may be, to the extent that any such loss, claim, damage or liability of such underwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final Prospectus as then amended or supplemented, whichever is most recent, if the Company has previously furnished copies thereof to such underwriter and such final Prospectus, as then amended or supplement theretosupplemented, has corrected any such misstatement or omission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers, employees or controlling Persons. The liability of any Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to such indemnification obligationbe bound by the provisions of this Agreement (including this Section 2.13) applicable to it.

Indemnification by Selling Holders. In the case of each offering made pursuant to this AgreementEach Holder shall, each Selling Holderseverally and not jointly, by exercising its registration rights hereunder, agrees to indemnify and hold harmlessharmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent permitted by law, arising out of or based solely upon: (x) such Xxxxxx's failure to comply with the Company, each other Selling Holder and each Person, if any, who controls or is alleged to control (within the meaning set forth in the Securities Act) any prospectus delivery requirements of the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party theretoy) arise out of or are based upon any untrue or alleged untrue statement made by such Selling Holder of a material fact contained in the registration statement (any Registration Statement, any Prospectus, or any form of prospectus, or in any preliminaryamendment or supplement thereto or in any preliminary prospectus, final or summary prospectus included therein) arising out of or relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or any omission by such Selling Holder 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 a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleadingextent, but only to the extent, that such untrue statement or omission is contained in each case only any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, information relating relates to such Selling Holder furnished Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing to the Company by or on behalf of such Selling Holder expressly for inclusion use in a Registration Statement (it being understood that the Holder has approved Exhibit A hereto for this purpose), such registration statement (Prospectus or such form of Prospectus or in any preliminary, final amendment or summary prospectus included thereinsupplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or any amendment thereof defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or supplement theretodefective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The liability of any Selling Holder hereunder shall be several and not joint and in In no event shall the liability of any Selling selling Holder hereunder be greater in amount than amountthan the dollar amount of the net proceeds received by such Selling Holder under upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Selling Holders. In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder shall furnish to the case of each offering made pursuant to this Agreement, each Selling Holder, by exercising its registration rights hereunder, Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, severally and individually with respect to itself only and not jointly, the Company, each other Selling Holder the officers, directors and employees of the Company, and each PersonPerson who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate Section 15 of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwiseSection 20 of the Exchange Act) such underwriter (collectively, including any amount paid in settlement of any litigation commenced or threatened“Company Indemnitees”), insofar from and against all Losses, as such lossesincurred, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise arising out of or are based upon on any untrue statement made by such Selling Holder (or alleged untrue statement) of a material fact contained in the registration statement any such Registration Statement (or in any preliminarypreliminary or final Prospectus contained therein, final any document incorporated by reference therein or summary prospectus included thereinIssuer Free Writing Prospectus related thereto) relating to the or any other offering and sale of such Registrable Securities prepared by the Company or at its direction, circular or any amendment thereof of or supplement theretoto any of the foregoing or any other document incident to such registration, or any omission by such Selling Holder 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 a prospectus final or preliminary prospectusProspectus, in light of the circumstances under which they were made) not misleading, but in each case only solely to the extent that such untrue statement of a material fact (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any preliminary or final Prospectus contained intherein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or such material fact is omitted from, any amendment of or supplement to any of the foregoing or other document in reliance upon and in conformity with written information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement (document; provided that, in the event that any such claim is resolved without an admission or in a court of competent jurisdiction finding that any preliminarysuch allegations of untrue statements or alleged omissions of material fact were actually made or omitted by such Selling Holder, final or summary prospectus included therein)such Selling Holder shall be reimbursed for any amounts previously paid hereunder with respect to such allegations; and provided, or any amendment thereof or supplement thereto. The however, that the liability of any each Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of limited to the net proceeds received by such Selling Holder under from the sale of the Registrable Securities giving rise to covered by such indemnification obligationRegistration Statement.

Indemnification by Selling Holders. In the case of each offering made pursuant to this AgreementEach Holder shall, each Selling Holderseverally and not jointly, by exercising its registration rights hereunder, agrees to indemnify and hold harmlessharmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent permitted by law, arising out of or based solely upon: (x) such Holder's failure to comply with the Company, each other Selling Holder and each Person, if any, who controls or is alleged to control (within the meaning set forth in the Securities Act) any prospectus delivery requirements of the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party theretoy) arise out of or are based upon any untrue or alleged untrue statement made by such Selling Holder of a material fact contained in the registration statement (any Registration Statement, any Prospectus, or any form of prospectus, or in any preliminaryamendment or supplement thereto or in any preliminary prospectus, final or summary prospectus included therein) arising out of or relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or any omission by such Selling Holder 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 a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleadingextent, but only to the extent, that such untrue statement or omission is contained in each case only any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, information relating relates to such Selling Holder furnished Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing to the Company by or on behalf of such Selling Holder expressly for inclusion use in a Registration Statement (it being understood that the Holder has approved Exhibit A hereto for this purpose), such registration statement (Prospectus or such form of Prospectus or in any preliminary, final amendment or summary prospectus included thereinsupplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or any amendment thereof defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or supplement theretodefective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The liability of any Selling Holder hereunder shall be several and not joint and in In no event shall the liability of any Selling selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under upon the sale of the Registrable Securities giving rise to such indemnification obligation.. Mogul Energy International, Inc. Regulation S Offering December 12, 2007

Indemnification by Selling Holders. In the case of each offering made pursuant to this Agreement, each Selling Holder, by exercising its registration rights hereunder, agrees to indemnify and hold harmless, to the extent permitted by law, the Company, each other Selling Holder Holder, and each Person, if any, who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, and employees and agents of each of the foregoing, against any and all losses, liabilities, expenses, costs (including reasonable attorney’s fees and disbursementsof one counsel for such Person), claims and damages to which they or any of them may become subject, under the Securities Act Act, federal law, state law or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, expenses, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement of a material fact made by such Selling Holder of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or any omission by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement (or in any preliminary, final or summary prospectus included therein), or any amendment thereof or supplement thereto; provided, however, that the foregoing indemnity shall not apply to any amounts paid in settlement of any litigation if such settlement is effected without the consent of the Selling Holder, which consent shall not be unreasonably withheld, delayed or conditioned. The liability of any Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar Dollar amount of the net gross proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Selling Holders. In the case of each offering made pursuant to this Agreement, each Selling Holder, by exercising its registration rights hereunder, agrees to indemnify and hold harmless, to the extent permitted by law, the Company, each other Selling Holder Holder, and each Person, if any, who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s 's fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement made by such Selling Holder of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or any omission by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement (or in any preliminary, final or summary prospectus included therein), or any amendment thereof or supplement thereto. The liability of any Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Selling Holders. In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder shall furnish to the case of each offering made pursuant to this Agreement, each Selling Holder, by exercising its registration rights hereunder, Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, severally and not jointly, the Company, each other Selling Holder the officers and directors of the Company, and each PersonPerson who controls the Company, and each underwriter, if any, and each Person who controls or is alleged to control such underwriter (within the meaning set forth in the Securities Act) any of the foregoingcollectively, any Affiliate of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements“Company Indemnitees”), claims from and damages to which they or any of them may become subjectagainst all Losses, under the Securities Act or otherwiseas incurred, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise arising out of or are based upon on any untrue statement made by such Selling Holder (or alleged untrue statement) of a material fact contained in the registration statement any such Registration Statement (or in any preliminarypreliminary or final Prospectus contained therein, final any document incorporated by reference therein or summary free writing prospectus included thereinrelated thereto) relating to the or any other offering and sale of such Registrable Securities prepared by the Company or at its direction, circular or any amendment thereof of or supplement theretoto any of the foregoing or any other document incident to such registration, or any omission by such Selling Holder 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 a prospectus final or preliminary prospectusProspectus, in light of the circumstances under which they were made) not misleading, but in each case only solely to the extent that such untrue statement of a material fact (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any preliminary or final Prospectus contained intherein, any document incorporated by reference therein or free writing prospectus related thereto), offering circular, or such material fact is omitted from, any amendment of or supplement to any of the foregoing or other document in reliance upon and in conformity with written information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement (or in any preliminarydocument; and provided, final or summary prospectus included therein)however, or any amendment thereof or supplement thereto. The that the liability of any each Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of limited to the net proceeds received by such Selling Holder under from the sale of the Registrable Securities giving rise to covered by such indemnification obligationRegistration Statement.

Indemnification by Selling Holders. In the case of each offering made pursuant to this Agreementconnection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, each such Selling HolderHolder agrees, by exercising its registration rights hereunderseverally and not jointly with any other Person, agrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, the Company, each other Selling Holder the officers and directors of the Company, and each PersonPerson who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate Section 15 of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwiseSection 20 of the Exchange Act) such underwriter, including any amount paid in settlement of any litigation commenced or threatenedfrom and against all Losses, insofar as such lossesincurred, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise arising out of or are based upon on any untrue statement made by such Selling Holder (or alleged untrue statement) of a material fact contained in the registration statement any such Registration Statement (or in any preliminarypreliminary or final Prospectus contained therein, final any document incorporated by reference therein or summary prospectus included thereinIssuer Free Writing Prospectus related thereto) relating to the or any other offering and sale of such Registrable Securities prepared by the Company or at its direction, circular or any amendment thereof of or supplement theretoto any of the foregoing or any other document incident to such registration, or any omission by such Selling Holder 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 a prospectus final or preliminary prospectusProspectus, in light of the circumstances under which they were made) not misleading, but in each case only solely to the extent that such untrue statement of a material fact (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any preliminary or final Prospectus contained intherein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or such material fact is omitted from, any amendment of or supplement to any of the foregoing or other document in reliance upon and in conformity with written information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement (document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities in any preliminaryRegistration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the provisions of this Agreement (including Section 2.5) applicable to it. Notwithstanding the foregoing, final or summary prospectus included therein)if at any time LUK Holdco has assigned its rights and/or obligations under this Agreement to a wholly owned Subsidiary pursuant to Section 3.6, or any amendment thereof or supplement thereto. The liability of any Selling Holder hereunder shall be several then LUK Holdco and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under shall provide the sale of the Registrable Securities giving rise to such indemnification obligationindemnity referenced in this Section 2.5(b) on a joint and several basis.

Indemnification by Selling Holders. In the case of each offering made pursuant to this AgreementEach selling Holder will severally, each Selling Holdernot jointly and severally, by exercising its registration rights hereunder, agrees to indemnify and hold harmless, to the extent permitted by law, harmless the Company, each other Selling Holder and of its directors, each Personof its officers who have signed the registration statement, each person, if any, who controls or is alleged to control (the Company within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate either Section 15 of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwiseSection 20(a) of the Exchange Act, including any amount paid in settlement underwriter and any other Holder selling securities under such registration statement or any of such other Holder's officers directors, employees or agents or any litigation commenced person who controls such Holder within the meaning of either Section 15 of the Securities Act or threatenedSection 20(a) of the Exchange Act, insofar as such from and against all losses, liabilitiesclaims, costsliabilities and expenses (including reasonable costs of investigation and legal expenses), claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise arising out of or are based upon any untrue statement made by such Selling Holder or alleged untrue statement of a material fact contained in the any registration statement (or prospectus or in any preliminary, final amendment or summary prospectus included therein) relating to the offering and sale of such Registrable Securities prepared by the Company supplement thereto or at its directionin any preliminary prospectus, or any amendment thereof arising out of or supplement thereto, or based upon any omission by such Selling Holder of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) , not misleading, but in each case to the extent (and only to the extent extent) that such untrue statement of a material fact or omission or allegation thereof is contained in, or such material fact is omitted from, made in reliance on and in conformity with the information relating to such Selling Holder and furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion use in connection with such registration statement (or registration; provided, however, that the total amounts payable in any preliminary, final or summary prospectus included therein), or any amendment thereof or supplement thereto. The liability of any Selling indemnity by a Holder hereunder under this Section 1(d) shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of exceed the net proceeds received by such Selling Holder under in the sale registered offering out of the Registrable Securities which such event giving rise to such indemnification obligationthe indemnity arises.

Indemnification by Selling Holders. In the case of each offering made pursuant to this Agreement, each Each Selling Holder, by exercising its registration rights hereunder, Holder agrees to indemnify and hold harmless, to the extent permitted by law, harmless the Company, each other Selling Holder the Affiliated Holders, its Officers, Directors and each Person, if any, who controls or is alleged to control (the Company within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate either Section 15 of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwiseSection 20 of the Exchange Act (other than the Selling Holder) to the fullest extent lawful, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims from and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise against all Losses arising out of or are based upon any untrue or alleged untrue statement made by such Selling Holder of a material fact contained in the any registration statement (or prospectus relating to the Shares of the Company or in any preliminary, final amendment or summary prospectus included therein) relating to the offering and sale of such Registrable Securities prepared by the Company supplement thereto or at its directionin any preliminary prospectus, or any amendment thereof arising out of or supplement thereto, or based upon any omission by such Selling Holder or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such information was furnished in each case only writing by such Selling Holder or on such Selling Holder's behalf, in such Selling Holder's capacity as a Selling Holder and not in his capacity as an Officer, expressly for use in any registration statement or form of prospectus relating to the Shares or any amendment or supplement thereto, provided, however, that (a) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this subsection shall not apply to the extent that any such untrue statement Losses result from the fact that a current copy of a material fact is contained in, the prospectus was not sent or given to the Person asserting any such material fact is omitted from, information relating Losses at or prior to the written confirmation of the sale of the Shares concerned to such Person, if it is determined that it was the responsibility of the Company or any other Person or entity (other than the Selling Holder) to provide such Person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses and (b) no Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement (or in any preliminary, final or summary prospectus included therein), or any amendment thereof or supplement thereto. The liability of any Selling Holder hereunder shall be several and not joint and liable for indemnity in no event shall the liability of any Selling Holder hereunder be greater an amount in amount than the dollar amount excess of the net gross proceeds received by such Selling Holder under the sale in any Incidental Registration or Demand Registration. Each Selling Holder also agrees to indemnify and hold harmless underwriters of the Registrable Securities giving rise to Shares, their officers and directors, and each Person who controls such underwriters on substantially the same basis as the indemnification obligation.of the Company provided in this Section IV.G.

Indemnification by Selling Holders. In the case of each offering made pursuant to this Agreement, each Selling Holder, by exercising its registration rights hereunder, agrees to indemnify and hold harmless, to the extent permitted by law, the CompanyCorporation, each other Selling Holder Holder, and each Person, if any, who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement made by such Selling Holder of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) relating to the offering and sale of such Registrable Securities prepared by the Company Corporation or at its direction, or any amendment thereof or supplement thereto, or any omission by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, information relating to such Selling Holder furnished in writing to the Company Corporation by or on behalf of such Selling Holder expressly for inclusion in such registration statement (or in any preliminary, final or summary prospectus included therein), or any amendment thereof or supplement thereto; provided, however, that the foregoing indemnity shall not apply to any amounts paid in settlement of any litigation if such settlement is effected without the consent of the Selling Holder, which consent shall not be unreasonably withheld. The liability of any Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Selling Holders. In connection with any Registration Statement in which a Holder is participating by registering Registrable Securities, such Holder shall furnish to the case of each offering made pursuant to this Agreement, each Selling Holder, by exercising its registration rights hereunder, Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, the Company, each other Selling Holder the officers, directors, general partners, managing members and managers of the Company, and each Person, if any, Person who controls or is alleged to control (within the meaning set forth in of Section 15 of the Securities Act or Section 20 of the Exchange Act) any of the foregoing, any Affiliate of any of the foregoing, Company and the officers, directors, general partners, employees managing members and agents managers of each of such controlling person (collectively, the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursementsCompany Indemnitees), claims from and damages to which they or any of them may become subjectagainst all Losses, under the Securities Act or otherwiseas incurred, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise arising out of or are based upon on (i) any untrue statement made by such Selling Holder (or alleged untrue statement) of a material fact contained in the registration statement any such Registration Statement (or in any preliminarypreliminary or final Prospectus contained therein, final any document incorporated by reference therein or summary prospectus included thereinIssuer Free Writing Prospectus related thereto) relating to the or any other offering and sale of such Registrable Securities prepared by the Company or at its direction, circular or any amendment thereof of or supplement theretoto any of the foregoing, or any omission by such Selling Holder 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 a prospectus final or preliminary prospectusProspectus, in light of the circumstances under which they were made) not misleading, but in each case only solely to the extent that such untrue statement of a material fact (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any preliminary or final Prospectus contained intherein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or such material fact is omitted from, any amendment of or supplement to any of the foregoing or other document in reliance upon and in conformity with written information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling a Holder expressly for inclusion in such registration statement document, (ii) a Holder’s failure to deliver a copy of the relevant current Prospectus or any amendments or supplements thereto or any Free Writing Prospectus after such Holder has been furnished with copies thereof in any preliminary, final advance of the time of first sale or summary prospectus included therein(iii) by a Holder’s sale of securities during the occurrence of an event described in Sections 2.2(b)(ii), 2.2(b)(iii), 2.2(b)(iv), 2.2(b)(v) or any amendment thereof or supplement thereto. The 2.2(b)(vi) hereof, after reasonable notice thereof; and provided, however, that the liability of any each Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of limited to the net proceeds received by such Selling Holder under from the sale of the Registrable Securities giving rise to covered by such indemnification obligationRegistration Statement.

Indemnification by Selling Holders. In connection with any Registration Statement in which a Seller Indemnitee is participating by registering Registrable Securities, such Seller Indemnitee shall furnish to the case of each offering made pursuant to this Agreement, each Selling Holder, by exercising its registration rights hereunder, Buyer in writing such information as the Buyer reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, severally and not jointly, the CompanyBuyer, each other Selling Holder the officers and directors of the Buyer, and each Person, if any, Person who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate Section 15 of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwiseSection 20 of the Exchange Act) the Buyer (collectively, including any amount paid in settlement of any litigation commenced or threatened“Buyer Indemnitees”), insofar from and against all Losses, as such lossesincurred, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise arising out of or are based upon on any untrue statement made by such Selling Holder (or alleged untrue statement) of a material fact contained in the registration statement any such Registration Statement (or in any preliminarypreliminary or final Prospectus contained therein, final any document incorporated by reference therein or summary issuer free writing prospectus included thereinrelated thereto) relating to the or any other offering and sale of such Registrable Securities prepared by the Company or at its direction, circular or any amendment thereof of or supplement theretoto any of the foregoing or any other document incident to such registration, or any omission by such Selling Holder 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 a prospectus final or preliminary Prospectus or issuer free writing prospectus, in light of the circumstances under which they were made) not misleading, but in each case only solely to the extent that such untrue statement of a material fact (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any preliminary or final Prospectus contained intherein, any document incorporated by reference therein or issuer free writing prospectus related thereto), offering circular, or such material fact is omitted from, any amendment of or supplement to any of the foregoing or other document in reliance upon and in conformity with written information relating to such Selling Holder furnished in writing to the Company Buyer by or on behalf of such Selling Holder Seller Indemnitee expressly for inclusion in such registration statement (or in any preliminary, final or summary prospectus included therein), or any amendment thereof or supplement thereto. The liability of any Selling Holder hereunder shall be several and not joint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification obligationdocument.