Common use of Indemnification by Selling Shareholders Clause in Contracts

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, Directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only (i) with respect to information furnished in writing by such Shareholder or on such Shareholder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Stock, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any Loss described in Section 5.6 results from the fact that a current copy of the prospectus (if amended or supplemented, as so amended or supplemented) was not sent or given to the Person asserting any such Loss at or prior to the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agreesshall, severally but and not jointly, to indemnify and hold harmless the Company, its directors, officers, Directors and agents and employees, each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling Persons, to the same fullest extent permitted by applicable law, from and against all Losses, as incurred, to the foregoing indemnity from extent arising out of or based solely upon: (x) such Selling Shareholder’s failure to comply with the Company prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to such Shareholderany omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that (i) with respect to such untrue statement or omission is contained in any information so furnished in writing by such Selling Shareholder or on such Shareholder's behalf expressly for use in any registration statement or prospectus relating to the Registrable StockCompany specifically for inclusion in the Registration Statement or such Prospectus, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to in the extent that any Loss described case of an occurrence of an event of the type specified in Section 5.6 results from 4(c)(ii), (iii) and (v), the fact use by such Selling Shareholder of an outdated or defective Prospectus after the Company has notified such Selling Shareholder in writing that a current copy of the prospectus (if amended Prospectus is outdated or supplemented, as so amended or supplemented) was not sent or given to the Person asserting any such Loss at or defective and prior to the written confirmation receipt by such Selling Shareholder of the Advice contemplated in Section 8(b). In no event shall the liability of any Selling Shareholder hereunder be greater in amount than the lesser of (i) the aggregate purchase price paid by the Selling Shareholder for the Registrable Securities and Registrable Warrant Securities, and (ii) dollar amount of the net proceeds received by the Selling Shareholder upon the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (Securities or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect Registrable Warrant Securities giving rise to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiesobligation.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in In the event of any registration statement agreesof any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Shareholder, severally but and not jointly, to will indemnify and hold harmless the CompanyAspen, each of its officers, Directors directors and agents officers and each Personunderwriter (if any) and each person, if any, who controls the Company Aspen or any such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any losses, claims, damages or liabilities, joint or several, to which Aspen, such directors and officers, underwriter or controlling person may become subject under the same extent Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as the foregoing indemnity from the Company to such Shareholderlosses, but only claims, damages or liabilities (ior actions in respect thereof) with respect to information furnished in writing by such Shareholder arise out of or on such Shareholder's behalf expressly for use are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus relating to contained in the Registrable StockRegistration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any preliminary prospectus omission or (ii) alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if and to the extent that any Loss described the statement or omission was made in Section 5.6 results from the fact that a current copy of the prospectus (if amended or supplemented, as so amended or supplemented) was not sent or given reliance upon and in conformity with information relating to the Person asserting any such Loss at or prior to the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each such Selling Shareholder also agrees furnished in writing to indemnify and hold harmless each underwriter Aspen by or on behalf of such Selling Shareholder specifically for use in connection with the Registrable Stockpreparation of such Registration Statement, each prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition Selling Shareholder hereunder shall be limited to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless amount equal to the extent customarily provided by underwriters net proceeds to such Selling Shareholder of Registrable Shares sold in connection with respect to similar securitiessuch registration.

Indemnification by Selling Shareholders. Each of the Selling Shareholder owning Registrable Stock included in any registration statement agreesShareholders, severally but and not jointly, to will indemnify and hold harmless each Underwriter Indemnified Party against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Company, its officers, Directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only or are based upon (i) with respect to information furnished in writing by such Shareholder an untrue statement or on such Shareholder's behalf expressly for use alleged untrue statement of a material fact contained in any registration part of the Registration Statement or any amendment thereto, or the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) an untrue statement or prospectus relating to alleged untrue statement of a material fact contained in any Statutory Prospectus, the Registrable StockFinal Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any preliminary prospectus Written Testing-the-Waters Communications, or (ii) the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Selling Shareholder Information; and will reimburse each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that such Selling Shareholder shall not be liable in any such case to the extent that any Loss described such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement of any material fact contained in Section 5.6 results from any Statutory Prospectus as of any time, the fact that a current copy Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications (or any amendment or supplement to any of the prospectus (if amended foregoing) or supplementedarises out of or is based upon the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, as so amended or supplemented) was not sent or given to in the Person asserting any such Loss at or prior to the written confirmation light of the sale circumstances under which they were made, not misleading, in reliance upon and in conformity with the Underwriter Information; provided, further, that the liability of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each such Selling Shareholder also agrees pursuant to indemnify and hold harmless each underwriter this subsection (b) shall not exceed the product of the Registrable Stock, each number of their respective officers, directors Securities sold by such Selling Shareholder and partners and each Person who controls any such underwriter on substantially the same basis price per share referenced in Section 4 hereof as that of set forth in the indemnification of Final Prospectus (the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities“Selling Shareholder Proceeds”).

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agreesShareholder, severally but and not jointlyjointly and for itself only, agrees to indemnify and hold harmless the Companyeach Underwriter, its officersaffiliates, Directors directors and agents officers and each Personperson, if any, who controls the Company such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act to or otherwise (including in settlement of any litigation if such settlement is effected with the same extent as the foregoing indemnity from the Company to written consent of such Shareholder, but only as the case may be), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) with respect an untrue statement or alleged untrue statement of a material fact relating to information such Selling Shareholder furnished to the Company in writing by such Selling Shareholder or on such Shareholder's behalf expressly for use under the caption “Principal and Selling Shareholders” contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any registration statement or prospectus relating subsequent time pursuant to Rules 430A and 430(C) of the Registrable StockRules and Regulations, if applicable, the ADS Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any preliminary prospectus Issuer Free Writing Prospectus or (ii) the omission or alleged omission to state therein a material fact required to be stated under such caption or necessary to make the statements therein not misleading in relation to such Selling Shareholder, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action, as such legal or other expenses are incurred; provided, however that such reimbursements shall be made in no greater frequency than once every thirty (30) days, unless otherwise agreed to by such Selling Shareholders and the Underwriters; provided, further, that such Selling Shareholder shall not be liable in any such case to the extent that any Loss described such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in Section 5.6 results from the fact that a current copy Registration Statement, the ADS Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the prospectus (if amended Prospectus, or supplementedany such amendment or supplement, as so amended or supplemented) was not sent or given any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Person asserting Company by you, or by any such Loss at or prior to Underwriter through you, specifically for use in the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiespreparation thereof.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agrees, severally but not jointly, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Company, its officersdirectors, Directors and agents each of its officers who signed the Registration Statement and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to against any and all loss, liability, claim, damage and expense described in the same extent indemnity contained in subsection (a) of this Section 6, as the foregoing indemnity from the Company to such Shareholderincurred, but only (i) with respect to information furnished untrue statements or omissions, or alleged untrue statements or omissions, made in writing by such Shareholder the Registration Statement (or on such Shareholder's behalf expressly for use in any registration statement amendment thereto), including the Rule 430A Information, or any preliminary prospectus, preliminary prospectus relating to supplement, the Registrable Stock, Prospectus or the Prospectus Supplement (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished or confirmed in writing to the Company by or on behalf of such Selling Shareholder expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus, preliminary prospectus supplement, the Prospectus or the Prospectus Supplement (or any amendment or supplement thereto); and, provided further, that the indemnity agreement set forth in this paragraph with respect to any preliminary prospectus or (ii) preliminary prospectus supplement shall not inure to the extent that benefit of any Loss described in Section 5.6 results Underwriter from whom the fact that person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a current copy of the prospectus Prospectus and the Prospectus Supplement (if as then amended or supplemented, as so amended supplemented if the Company shall have furnished any such amendments or supplementedsupplements thereto) was not sent or given by or on behalf of such Underwriter to the Person asserting any such Loss person, if such is required by law, at or prior to the written confirmation of the sale of the Registrable Stock concerned such Securities to such Person person and if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of Prospectus and the prospectus Prospectus Supplement (or such as so amended or supplemented prospectussupplemented, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may beif applicable) would have cured corrected the defect giving rise to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stockloss, each of their respective officersliability, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereofclaim, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiesdamage or expense.

Indemnification by Selling Shareholders. Each In the case of each offering of Parent Common Stock registered under the Securities Act pursuant hereto, the Selling Shareholder owning Registrable Stock included Shareholders in any registration statement agrees, severally but not jointly, such offering agree to indemnify and hold harmless the CompanyParent, its officersofficers and directors, Directors and agents each person who has signed the registration statement, and each Personother person, if any, who controls any of the Company foregoing within the meaning of either Section 15 of the Securities Act, each Selling Shareholder in such offering, each person, if any, who controls each such Selling Shareholder within the meaning of Section 15 of the Securities Act, and the directors and officers of each such Selling Shareholder, against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the Securities Act or Section 20 otherwise and to reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating any claim, or defending any action or proceeding, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only or are based upon (i) with respect to information furnished in writing any untrue statement or alleged untrue statement of material fact contained or incorporated by such Shareholder or on such Shareholder's behalf expressly for use reference in any registration statement under which such Parent Common Stock was registered under the Securities Act, any preliminary -40- 41 prospectus or final prospectus relating to the Registrable Stockincluded therein, or any related summary prospectus, or any amendment or supplement thereto, or any preliminary prospectus document incorporated by reference therein, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent that (any Loss described in Section 5.6 results from the fact that a current copy of the prospectus (if amended or supplemented, as so amended or supplemented) was not sent or given only to the Person asserting any extent) that such Loss at statement or prior alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the written confirmation Parent by or on behalf of the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter expressly for use in connection with the preparation of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereto or document incorporated by reference therein. The indemnification of the Company provided agreement contained in this Section 5.7. As a condition 14.3.2 shall remain in full force and effect regardless of any investigation made by or on behalf of Parent or any other person indemnified pursuant to including Registrable such agreement and shall survive the transfer of Parent Common Stock by such Selling Shareholder in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiesoffering.

Indemnification by Selling Shareholders. Each If Registrable Securities are sold under a Prospectus which is a part of a Registration Statement, each Selling Shareholder owning Registrable Stock included in any registration statement agrees, severally but not jointly, agrees to indemnify and hold harmless the CompanyGridAmerica HoldCo, its officers, Directors and agents directors and each Person, if any, officer who signed such Registration Statement and each person who controls the Company GridAmerica HoldCo (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to Act) and the officers, directors, partners, employees and agents of any such controlling person under the same extent circumstances as the foregoing indemnity from the Company GridAmerica HoldCo to such ShareholderSelling Shareholders, but only (i) with respect to information furnished in writing by such Shareholder or on such Shareholder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Stockextent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, or in reliance upon and in conformity with information relating to any preliminary prospectus or (ii) Selling Shareholder, furnished in writing to GridAmerica HoldCo by such Selling Shareholder, expressly for use therein, provided that in no event shall the extent that aggregate liability of any Loss described in Section 5.6 results from Selling Shareholder exceed the fact that a current copy amount of the prospectus (if amended or supplemented, as so amended or supplemented) was not sent or given to the Person asserting any net proceeds received by such Loss at or prior to the written confirmation of Selling Shareholder upon the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect Securities giving rise to such Lossindemnification obligation. Each such Selling Shareholder also agrees shall indemnify the underwriters under terms customary to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners such underwritten offerings as reasonably requested by such underwriters. GridAmerica HoldCo and each Person who controls any such underwriter on substantially Selling Shareholder shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same basis extent as that of the indemnification of the Company provided customarily furnished by such persons in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiescircumstances.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agrees, severally but and not jointly, to indemnify and hold harmless the Company, its officers, Directors and agents each Underwriter and each Personperson, if any, who controls the Company any Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to against any and all loss, liability, claim, damage and expense described in the same extent indemnity contained in subsection (a) of this Section 6, as the foregoing indemnity from the Company to such Shareholderincurred, but only (i) with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including, without limitation, the Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to such Selling Shareholder furnished in writing to the Company by such Shareholder or on behalf of such Shareholder's behalf Selling Shareholder expressly for use in the Registration Statement (or any registration statement amendment thereto) or prospectus any preliminary prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only information furnished by such Selling Shareholder as aforesaid consists of the information relating to such Selling Shareholder set forth in the Registrable StockInitial Registration Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto, or in any preliminary prospectus, the Base Prospectus or the Prospectus or any amendment or supplement thereto, under the captions “Selling Shareholders” and “Selling Shareholder” and the information appearing in any Issuer Free Writing Prospectus or in Exhibit G hereto under or across from the caption, “Selling shareholder” and “Stock ownership by selling shareholder”; provided, however, that the liability under this subsection (b) of any preliminary prospectus or (ii) Selling Shareholder shall be limited to an amount equal to the extent that any Loss described in Section 5.6 results aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Shareholder from the fact that a current copy of the prospectus (if amended or supplemented, as so amended or supplemented) was not sent or given to the Person asserting any such Loss at or prior to the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each Securities sold by such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitieshereunder.

Indemnification by Selling Shareholders. (1) Each Selling Shareholder owning Registrable Stock included in any registration statement agrees, severally but not jointly, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Company, its officersdirectors, Directors and agents each of its officers who signed the Registration Statement and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to against any and all loss, liability, claim, damage and expense described in the same extent indemnity contained in subsection (a)(1) of this Section 6, as the foregoing indemnity from the Company to such Shareholderincurred, but only (i) with respect to information furnished untrue statements or omissions, or alleged untrue statements or omissions, made in writing by such Shareholder the Registration Statement (or on such Shareholder's behalf expressly for use in any registration statement amendment thereto), including the Rule 430A Information, or any preliminary prospectus relating to or the Registrable Stock, Prospectus (or any amendment or supplement thereto, ) in reliance upon and in conformity with information furnished or confirmed in writing to the Company by or on behalf of such Selling Shareholder expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (ii) or any amendment or supplement thereto); and, provided further, that the indemnity agreement set forth in this paragraph with respect to any preliminary prospectus shall not inure to the extent that benefit of any Loss described in Section 5.6 results Underwriter from whom the fact that person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a current copy of the prospectus Prospectus (if as then amended or supplemented, as so amended supplemented if the Company shall have furnished any such amendments or supplementedsupplements thereto) was not sent or given by or on behalf of such Underwriter to the Person asserting any such Loss person, if such is required by law, at or prior to the written confirmation of the sale of the Registrable Stock concerned such Securities to such Person person and if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus Prospectus (or such as so amended or supplemented prospectussupplemented, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may beif applicable) would have cured corrected the defect giving rise to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stockloss, each of their respective officersliability, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereofclaim, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiesdamage or expense.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, Directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only (i) with respect to information furnished in writing by such Shareholder or on such Shareholder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Stock, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any Loss described in Section 5.6 results from the fact that a current copy of the prospectus (if amended or supplemented, as so amended or supplemented) was not sent or given to the Person asserting any such Loss at or prior to the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities.Section

Indemnification by Selling Shareholders. Each The Selling Shareholder owning Registrable Stock included Shareholders, jointly and severally, shall hold harmless and indemnify each of the Indemnities from and against, and shall compensate and reimburse each of the Indemnities for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnities or to which any of the Indemnities may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with any inaccuracy in or breach of any representation or warranty made by the Company or any of the Selling Shareholders in this Agreement, in the Disclosure Schedule or in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, Directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act other document delivered or Section 20 of the Exchange Act otherwise made available to the same extent as the foregoing indemnity from the Company to such Shareholder, but only (i) with respect to information furnished in writing Purchaser or any of its Representatives by such Shareholder or on such Shareholder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Stock, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any Loss described in Section 5.6 results from the fact that a current copy of the prospectus (if amended or supplemented, as so amended or supplemented) was not sent or given to the Person asserting any such Loss at or prior to the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in or any of the Selling Shareholders; provided, however, that the Selling Shareholders shall not be required to make any indemnification payment pursuant to this Section 5.74.2 for any breach of any representation or warranty until such time as the total amount of Damages (including the Damages arising from such breach and all other Damages arising from any other breach of any representation or warranty) that have been directly or indirectly suffered or incurred by any one or more of the Indemnities, or to which any one or more of the Indemnities has or have otherwise become subject, exceeds $50,000 in the aggregate. As a condition to including Registrable Stock At such time as the total amount of such Damages exceeds $50,000 in any registration statement filed in accordance with Article 5 hereofthe aggregate, the Company Indemnities shall be entitled to be indemnified against the full amount of such damages (and not merely the portion of such Damages exceeding $50,000). No Selling Shareholder shall be liable under this Section 4.2 for any amount in excess of one-half of the dollar value (determined as of the Closing Date) of the aggregate consideration, including Quarterly Earnout Shares, the First Annual Earnout and the Second Annual Earnout, to be received by the Selling Shareholders under this Agreement. Any liability of the Selling Shareholders under this Section 4.2 may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless be satisfied by delivering to the extent customarily provided by underwriters with respect appropriate Indemnities duly endorsed shares of Purchaser Common Stock having an aggregate Fair Market Value (determined as of the date of delivery of such shares) that is no less than the amount of Damages to similar securitieswhich such liability relates.

Indemnification by Selling Shareholders. Each In the case of each offering of Parent Common Stock registered under the Securities Act pursuant hereto, the Selling Shareholder owning Registrable Stock included Shareholders in any registration statement agrees, severally but not jointly, such offering agree to indemnify and hold harmless the CompanyParent, its officersofficers and directors, Directors and agents each person who has signed the registration statement, and each Personother person, if any, who controls any of the Company foregoing within the meaning of either Section 15 of the Securities Act, each Selling Shareholder in such offering, each person, if any, who controls each such Selling Shareholder within the meaning of Section 15 of the Securities Act, and the directors and officers of each such Selling Shareholder, against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the Securities Act or Section 20 otherwise and to reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating any claim, or defending any action or proceeding, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only or are based upon (i) with respect to information furnished in writing any untrue statement or alleged untrue statement of material fact contained or incorporated by such Shareholder or on such Shareholder's behalf expressly for use reference in any registration statement under which such Parent Common Stock was registered under the Securities Act, any preliminary prospectus or final prospectus relating to the Registrable Stockincluded therein, or any related summary prospectus, or any amendment or supplement thereto, or any preliminary prospectus document incorporated by reference therein, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent that (any Loss described in Section 5.6 results from the fact that a current copy of the prospectus (if amended or supplemented, as so amended or supplemented) was not sent or given only to the Person asserting any extent) that such Loss at statement or prior alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the written confirmation Parent by or on behalf of the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter expressly for use in connection with the preparation of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereto or document incorporated by reference therein. The indemnification of the Company provided agreement contained in this Section 5.7. As a condition 14.4.2 shall remain in full force and effect regardless of any investigation made by or on behalf of Parent or any other person indemnified pursuant to including Registrable such agreement and shall survive the transfer of Parent Common Stock by such Selling Shareholder in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiesoffering.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agrees, severally but and not jointly, to indemnify and hold harmless the Company, its officers, Directors and agents each Underwriter and each Personperson, if any, who controls the Company any Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to against any and all loss, liability, claim, damage and expense described in the same extent indemnity contained in subsection (a) of this Section 6, as the foregoing indemnity from the Company to such Shareholderincurred, but only (i) with respect to information furnished untrue statements or omissions, or alleged untrue statements or omissions, made in writing by such Shareholder the Registration Statement (or on such Shareholder's behalf expressly for use in any registration statement amendment thereto) or any preliminary prospectus relating to or the Registrable Stock, Prospectus (or any amendment or supplement thereto, ) in reliance upon and in conformity with information relating to such Selling Shareholder furnished in writing to the Company by or on behalf of such Selling Shareholder expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (ii) or any amendment or supplement thereto), it being understood and agreed that the only information furnished by such Selling Shareholder as aforesaid consists of the information relating to such Selling Shareholder set forth in any such document under the caption “Principal and Selling Shareholders”; and provided, however, that this indemnity agreement with respect to any preliminary prospectus shall not inure to the extent that benefit of any Loss described in Section 5.6 results Underwriter from whom the fact that person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a current copy of the prospectus Prospectus (if as then amended or supplemented, as so amended supplemented if the Company shall have furnished any such amendments or supplementedsupplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if such is required by the Person asserting any such Loss 1933 Act or the 1933 Act Regulations, at or prior to the written confirmation of the sale of the Registrable Stock concerned such Securities to such Person person and if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus Prospectus (or such as so amended or supplemented prospectussupplemented, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may beif applicable) would have cured corrected the defect giving rise to such Loss. Each loss, liability, claim, damage or expense; and provided, further, that the liability under this subsection (b) of any Selling Shareholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Shareholder also agrees to indemnify and hold harmless each underwriter from the sale of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any Securities sold by such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiesSelling Shareholder hereunder.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agreesShareholder, severally but not jointlyon a pro rata basis, agrees to indemnify and hold harmless the Company, its the Partnership, the General Partner, and trustees, officers, Directors partners, employees, representatives and agents and each Person, if any, who controls of the Company within the meaning of either Section 15 (including each Controlling Person of the Securities Act or Company) against any and all loss, liability, claim, damage and expenses described in the indemnity contained in Section 20 8(a) of this Agreement (provided, however, that any settlement described in Section 8(a) of this Agreement is effected with the Exchange Act to the same extent written consent of such Selling Shareholder), as the foregoing indemnity from the Company to such Shareholderincurred, but only (i) with respect to information furnished such untrue statements or omissions, or alleged untrue statements or omissions, made in writing by such Shareholder the Registration Statement (or on such Shareholder's behalf expressly for use in any registration statement amendment thereto) or prospectus relating to the Registrable Stock, any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholder or its underwriters, if any, expressly for use in such Registration Statement (or any preliminary prospectus amendment thereto) or such Prospectus (ii) to the extent or any amendment or supplement thereto), and provided, further, that no Selling Shareholder shall be liable for any Loss described amount in Section 5.6 results from the fact that a current copy excess of the prospectus (if amended or supplemented, as so amended or supplemented) was not sent or given to the Person asserting any proceeds received by such Loss at or prior to the written confirmation of Selling Shareholder from the sale of the such Selling Shareholder's Registrable Stock concerned Shares pursuant to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (Registration Statement or such amended or supplemented prospectusa Prospectus, as the case may be. Conduct of Indemnification Proceedings. Each party shall give reasonably prompt written notice to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought under this Agreement, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have under this indemnity agreement, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give written notice. If the indemnifying party so elects within a reasonable time after receipt of such written notice, the indemnifying party may assume the defense of such action or proceeding at such indemnifying party's own expense with counsel chosen by the indemnifying party and approved by the indemnified parties in such action or proceeding, which approval shall not be unreasonably withheld; provide, however, that, if such indemnified party or parties reasonably determines that a conflict of interest exists where it is advisable for such indemnified party or parties to be represented by separate counsel or that, upon advice of counsel, there may be legal defenses to them which are different from or in addition to those available to the indemnifying party, then the indemnifying party shall not be entitled to assume such defense and the indemnified party or parties shall be entitled to one separate counsel (an any necessary local counsel) and at the indemnifying party's expense. If an indemnifying party is not entitled to assume the defense of such current copy action or proceeding as a result of the prospectus proviso to the preceding sentence, such indemnifying party's counsel shall be entitled to conduct such indemnifying party's defense and counsel for the indemnified party or parties shall be entitled to conduct the defense of such indemnified party or parties, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If an indemnifying party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the indemnifying party or parties will pay the reasonable fees and expenses of not more than one counsel (and any necessary local counsel) for the indemnified party or parties. In such amended event, however, no indemnifying party will be liable for any settlement effected without the written consent of such indemnifying party. No indemnifying party shall, without consent of the indemnified party, consent to entry of any judgment or supplemented prospectus, enter into a settlement which does not include as an unconditional term thereof the case may be) would have cured giving by the defect giving rise claimant or plaintiff to such Lossindemnified party of a release from all liability in respect to such claim or litigation. Each If an indemnifying party is entitled to assume, and assumes, the defense of such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed action or proceeding in accordance with Article 5 hereofthis paragraph, such indemnifying party shall not be liable for any fees and expenses for counsel for the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters indemnified parties incurred thereafter in connection with respect to similar securitiessuch action or proceeding.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agreesShareholder, severally but and not jointlyjointly and for itself only, agrees to indemnify and hold harmless the CompanyUnderwriter, its officersaffiliates, Directors directors and agents officers and each Personperson, if any, who controls the Company such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriter may become subject, under the Act to or otherwise (including in settlement of any litigation if such settlement is effected with the same extent as the foregoing indemnity from the Company to written consent of such Shareholder, but only as the case may be), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) with respect an untrue statement or alleged untrue statement of a material fact relating to information such Selling Shareholder furnished to the Company in writing by such Selling Shareholder or on such Shareholder's behalf expressly for use under the caption “Principal and Selling Shareholders” contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any registration statement or prospectus relating subsequent time pursuant to Rules 430A and 430(C) of the Registrable StockRules and Regulations, if applicable, the ADS Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any preliminary prospectus Issuer Free Writing Prospectus or (ii) the omission or alleged omission to state therein a material fact required to be stated under such caption or necessary to make the statements therein not misleading in relation to such Selling Shareholder, and will reimburse the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action, as such legal or other expenses are incurred; provided, however that such reimbursements shall be made in no greater frequency than once every thirty (30) days, unless otherwise agreed to by such Selling Shareholders and the Underwriter; provided, further, that such Selling Shareholder shall not be liable in any such case to the extent that any Loss described such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in Section 5.6 results from the fact that a current copy Registration Statement, the ADS Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the prospectus (if amended Prospectus, or supplementedany such amendment or supplement, as so amended or supplemented) was not sent or given any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Person asserting any such Loss at or prior to Company by you specifically for use in the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiespreparation thereof.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agrees, severally but not jointly, agrees to indemnify and hold harmless the Company, its officers, Directors and agents Parent (and each Personperson, if any, who controls the Company Parent within the meaning of either Section 15 the Securities Act, each officer of Parent who signs the Registration Statement and each director of Parent) and any underwriter, any other stockholder selling shares of Parent Common Stock in such Registration Statement and any controlling person of any such underwriter or other stockholder, from and against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject (under the Securities Act or Section 20 of the Exchange Act otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any Violation, in each case to the same extent as the foregoing indemnity from the Company to that such Shareholder, but only (i) Violation occurs in reliance upon and conformity with respect to written information furnished in writing by such Selling Shareholder or on such Shareholder's behalf expressly for use in connection with such Registration Statement, and each Selling Shareholder will pay, as incurred, any registration statement reasonable legal or prospectus other expenses reasonably incurred by any person entitled to be indemnified pursuant to this Section 2(b) in connection with investigating, defending or preparing to defend any action, proceeding or claim relating to such Violation; provided, however, that the Registrable Stockindemnity contained in this Section 2(b) shall not apply to any amounts paid in settlement of any such loss, claim, damage or any amendment or supplement thereto, or any preliminary prospectus or (ii) to liability if such settlement is effected without the extent that any Loss described in Section 5.6 results from the fact that a current copy consent of the prospectus Selling Shareholder (if amended or supplementedwhich consent shall not be unreasonably withheld); and provided further that, as so amended or supplementedin no event shall any indemnity under this Subsection 2(b) was not sent or given to exceed the Person asserting any such Loss at or prior to the written confirmation of net proceeds from the sale of the Registrable shares of Parent Common Stock concerned to sold under such Person if it is determined that it was the responsibility of Registration Statement received by such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectusSelling Shareholder, as except in the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each willful fraud by such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiesShareholder.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Holder will, if Registrable Stock Securities held by such Holder are included in any registration statement agreesthe securities as to which such registration, severally but not jointlyqualification or compliance is being effected, to indemnify and hold harmless the Company, each of its officersdirectors and officers and its legal counsel and independent accountants, Directors and agents and each Personunderwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Act, and each other such Holder, each of its officers and directors, partners and each person controlling such Holder within the meaning of Section 20 15 of the Exchange Act Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such other Holders, such directors, officers, legal counsel, independent accountants, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the same extent extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use therein; provided, however, that the obligations of each Holder hereunder shall be limited to an amount equal to the proceeds to such Holder of Registrable Securities sold as contemplated herein, and; provided further, that the foregoing indemnity from agreement is subject to the Company condition that, insofar as it relates to any such Shareholderuntrue statement, but only (i) alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with respect to information furnished in writing by such Shareholder or on such Shareholder's behalf expressly for use in any the Commission at the time the registration statement becomes effective or prospectus relating the Final Prospectus, such indemnity agreement shall not inure to the Registrable Stockbenefit of the Company, any underwriter or any amendment other Holder, if there is no underwriter, if the untrue statement (or supplement thereto, alleged untrue statement) or any preliminary prospectus omission (or (iialleged omission) to was corrected in the extent that any Loss described in Section 5.6 results from the fact that Final 24 Prospectus and a current copy of the prospectus (if amended or supplemented, as so amended or supplemented) Final Prospectus was not sent or given furnished to the Person person asserting any such Loss the loss, liability, claim or damage at or prior to the written confirmation of time such action is required by the sale of Securities Act and the Registrable Stock concerned to such Person if it is determined that it was Company, the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (underwriter or such amended or supplemented prospectusother Holder, as the case may be) and such current , was required by the Securities Act to furnish a copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise Final Prospectus to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiesperson.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included that participates in any registration statement agrees, severally but not jointly, a Public Offering pursuant to the provisions of Section 3 shall indemnify and hold harmless harmless, to the Companyfullest extent permitted by applicable law, the Corporation, each of its directors, officers, Directors and accountants, attorneys, agents and employees, each Person, if any, who controls the Company Corporation within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each other Shareholder who participates in such Public Offering (each of the Corporation and such other Persons being referred to in this Section 4(b) as a “Covered Person”), from and against any losses, claims, damages or liabilities (or Proceedings in respect thereof), joint or several, to which such Covered Person may be or become subject under the same extent Securities Act, the Exchange Act or any other securities or other law of any jurisdiction, insofar as the foregoing indemnity such losses, claims, damages or liabilities (or Proceedings in respect thereof) arise out of or are based upon any statement in or omission from the Company to such ShareholderRegistration Statement, but only (i) with respect to information furnished in writing by such Shareholder any preliminary Prospectus, final Prospectus or on such Shareholder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Stocksummary Prospectus included therein, or any amendment or supplement thereto, or any preliminary prospectus other disclosure document (including reports and other documents filed under the Exchange Act or (iiany document incorporated therein) or other document or report, if such statement or omission was made in reliance upon and in conformity with information furnished to the extent that any Loss described Corporation in Section 5.6 results from the fact that a current copy of the prospectus (if amended writing by or supplemented, as so amended or supplemented) was not sent or given to the Person asserting any such Loss at or prior to the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility on behalf of such Shareholder to provide for use in the preparation of such Registration Statement, preliminary Prospectus, final Prospectus, summary Prospectus, amendment or supplement, incorporated document or other document or report, and will reimburse such Covered Person for any out-of-pocket legal or any other out-of-pocket expenses reasonably incurred by it in connection with a current copy of the prospectus investigating or defending any such loss, claim, damage or liability (or any Proceeding in respect thereof); provided, however, that the obligations of such amended Shareholder under this Section 4(b) shall not apply to amounts paid in settlement of any such losses, claims, damages or supplemented prospectus, as the case may be) and such current copy of the prospectus liabilities (or Proceedings in respect thereof) if such amended or supplemented prospectus, as settlement is effected without the case may be) would have cured the defect giving rise to consent of such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it (which consent shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiesnot be unreasonably withheld).

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agrees, severally but and not jointly, to indemnify and hold harmless the Company, its officers, Directors and agents each Underwriter and each Personperson, if any, who controls the Company any Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to against any and all loss, liability, claim, damage and expense described in the same extent indemnity contained in subsection (a) of this Section 6, as the foregoing indemnity from the Company to such Shareholderincurred, but only (i) with respect to information furnished untrue statements or omissions, or alleged untrue statements or omissions, made in writing by such Shareholder the Registration Statement (or on such Shareholder's behalf expressly for use in any registration statement amendment thereto) or any preliminary prospectus relating to or the Registrable Stock, Prospectus (or any amendment or supplement thereto, ) in reliance upon and in conformity with information relating to such Selling Shareholder furnished in writing to the Company by or on behalf of such Selling Shareholder expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (ii) or any amendment or supplement thereto), it being understood and agreed that the only information furnished by such Selling Shareholder as aforesaid consists of the information relating to such Selling Shareholder set forth in any such document under the caption "Principal and Selling Shareholders"; and provided, however, that this indemnity agreement with respect to any preliminary prospectus shall not inure to the extent that benefit of any Loss described in Section 5.6 results Underwriter from whom the fact that person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a current copy of the prospectus Prospectus (if as then amended or supplemented, as so amended supplemented if the Company shall have furnished any such amendments or supplementedsupplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if such is required by the Person asserting any such Loss 1933 Act or the 1933 Act Regulations, at or prior to the written confirmation of the sale of the Registrable Stock concerned such Securities to such Person person and if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus Prospectus (or such as so amended or supplemented prospectussupplemented, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may beif applicable) would have cured corrected the defect giving rise to such Loss. Each loss, liability, claim, damage or expense; and provided, further, that the liability under this subsection (b) of any Selling Shareholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Shareholder also agrees to indemnify and hold harmless each underwriter from the sale of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any Securities sold by such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiesSelling Shareholder hereunder.

Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agrees, severally but not jointly, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Company, its officersdirectors, Directors and agents each of its officers who signed the Registration Statements and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to against any and all loss, liability, claim, damage and expense described in the same extent indemnity contained in subsection (a) of this Section 6, as the foregoing indemnity from the Company to such Shareholderincurred, but only (i) with respect to information furnished untrue statements or omissions, or alleged untrue statements or omissions, made in writing by such Shareholder the Registration Statements (or on such Shareholder's behalf expressly for use in any registration statement amendment thereto), or prospectus relating to any preliminary prospectus, any Issuer Free Writing Prospectus or the Registrable Stock, Prospectus (or any amendment or supplement thereto, ) in reliance upon and in conformity with written information furnished or confirmed (in each case in writing) to the Company by or on behalf of such Selling Shareholder expressly for use in the Registration Statements (or any amendment thereto) or any preliminary prospectus prospectus, any Issuer Free Writing Prospectus or the Prospectus (iior any amendment or supplement thereto), it being understood and agreed that the only such information furnished or confirmed (in each case in writing) to by the extent that any Loss described in Section 5.6 results from the fact that a current copy Selling Shareholders consists of the prospectus (if amended Selling Shareholder’s name, the nature of any position, office, or supplementedother material relationship which the Selling Shareholder has had within the past three years with the Company or any of its predecessors or affiliates, as so amended or supplemented) was not sent or given to the Person asserting any such Loss at or prior to the written confirmation number of shares of the sale of Company’s Common Stock held by the Registrable Stock concerned to such Person if it is determined that it was Selling Shareholder before and after the responsibility of such Shareholder to provide such Person with a current copy of the prospectus offering (or such amended or supplemented prospectus, as the case may beexcluding percentages) and such current copy of its plan to sell the prospectus Initial Securities (or such amended or supplemented prospectusand, as if applicable, the case may beOption Securities) would have cured the defect giving rise applicable to such Loss. Each such Selling Shareholder also agrees pursuant to indemnify this Agreement as set forth in the General Disclosure Package and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially Prospectus under the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securitiescaption “Selling Shareholders.”