Common use of Indemnification by Selling Stockholders Clause in Contracts

Indemnification by Selling Stockholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Stockholder, severally and not jointly, will indemnify and hold harmless Aspen, each of its directors and officers and each underwriter (if any) and each person, if any, who controls Aspen or any such underwriter within the meaning of the Securities Act or the Exchange 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 Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or 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 the statement or omission was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to Aspen by or on behalf of such Selling Stockholder specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder of Registrable Shares sold in connection with such registration.

Indemnification by Selling Stockholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Each Selling StockholderStockholder shall, severally and not jointly, will indemnify and hold harmless Aspenthe Company, each its directors, officers, agents and employees, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of its directors and officers and each underwriter or based solely upon: (if anyx) and each person, if any, who controls Aspen or any such underwriter within Selling Stockholder’s failure to comply with the meaning prospectus delivery requirements of the Securities Act or the Exchange Act, against (y) 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 Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities ActStatement, any preliminary prospectus or final prospectus contained in the Registration StatementProspectus, or any form of prospectus, or in any amendment or supplement to the Registration Statementthereto, or arise arising solely out of or are based solely upon any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to the extent, if and but only to the extent that the statement that, (1) such untrue statements or omission was made in reliance omissions are based solely upon and in conformity with information relating to regarding such Selling Stockholder furnished in writing to Aspen the Company by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation of such Registration Statementtherein, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds extent that such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Shares sold Securities and was reviewed and expressly approved in connection with writing by such registrationSelling Stockholder expressly for use in the Registration Statement (it being understood that each Selling Stockholder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c), the use by such Selling Stockholder of an outdated or defective Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated or defective and prior to the receipt by such Selling Stockholder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the aggregate liability of any Selling Stockholder be greater in amount than the dollar amount of the net proceeds received by such Selling Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Selling Stockholders. In Subject to the event of any registration of any of the Registrable Shares under the Securities Act pursuant to limitations in this Agreementparagraph below, each Selling Stockholder, severally and not jointly, will agrees to indemnify and hold harmless Aspen, each of its directors and officers you and each underwriter (if any) other Underwriter, the directors, officers, employees and agents of each Underwriter, and each person, if any, who controls Aspen or any such underwriter Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and 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 Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise all Damages arising out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, or the Prospectus or in any amendment or supplement to the Registration Statementthereto, or arise out of any Issuer Free Writing Prospectus, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made) not misleading, if and except to the extent that the any such Damages arise out of or are based upon an untrue statement or omission was or alleged untrue statement or omission that has been made therein or omitted therefrom in reliance upon and in conformity with the information not expressly relating to such the Selling Stockholder Stockholders or the offering by them of their shares of Common Stock or furnished in writing to Aspen the Company by or on behalf of such Selling Stockholder specifically any Underwriter through you expressly for use in connection with therewith, or (b) any inaccuracy in or breach of the preparation representations and warranties of such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder contained herein or any failure of Registrable Shares sold such Selling Stockholder to perform such Selling Stockholder's obligations hereunder or under law. This indemnification shall be in connection with such registrationaddition to any liability that the Selling Stockholders or any Selling Stockholder may otherwise have.

Indemnification by Selling Stockholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Each Selling StockholderStockholder agrees, severally and not jointly, will to indemnify and hold harmless Aspen, each of its directors and officers and each underwriter (if any) Underwriter and each person, if any, who controls Aspen or any such underwriter Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 8, as incurred, but only with respect to untrue statements or liabilitiesomissions, joint or several, to which Aspen, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Actstatements or omissions, any preliminary prospectus or final prospectus contained made in the Registration StatementStatement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the Registration Statementforegoing), or arise out of any “issuer information” (as defined in Rule 433), or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein “road show” (as defined in Rule 433) that does not misleadingconstitute an Issuer Free Writing Prospectus, if and to the extent that the statement or omission was made in reliance upon and in conformity with information relating to such the Selling Stockholder Information. The Company and the Underwriters hereby acknowledge and agree that the information furnished in writing to Aspen the Company by or on behalf of such the Selling Stockholder specifically Stockholders expressly for use in connection with the preparation of such Registration StatementStatement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement; PROVIDEDsupplement to any of the foregoing), HOWEVER, that consists exclusively of the obligations of a Selling Stockholder hereunder Information. The aggregate liability of each Selling Stockholder under the indemnity pursuant to this Section 8(b), together with any amount it is required to contribute under Section 9, shall be limited to an amount equal to the net proceeds to aggregate gross proceeds, less underwriting discounts and commissions (but before payment of expenses payable by the Selling Stockholders), received by such Selling Stockholder from the sale of Registrable Shares sold in connection with Securities by such registrationSelling Stockholder under this Agreement.

Indemnification by Selling Stockholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Stockholder, severally and not jointly, will indemnify and hold harmless Aspen, each of its directors and officers and each underwriter (if any) and each person, if any, who controls Aspen or any such underwriter within the meaning of the Securities Act or the Exchange 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 Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or 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 the statement or omission was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to Aspen by or on behalf of such Selling Stockholder specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDEDprovided, HOWEVERhowever, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder of Registrable Shares sold in connection with such registration.

Indemnification by Selling Stockholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant Each Selling Stockholder severally agrees to this Agreement, each Selling Stockholder, severally and not jointly, will indemnify and hold harmless Aspeneach Underwriter, each of its directors and officers and each underwriter (if any) and each person, if any, who controls Aspen or any such underwriter Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or liabilitiesomissions, joint or several, to which Aspen, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained statements or omissions, made in any the Registration Statement under which such Registrable Shares were registered under the Securities Act(or any amendment thereto), or any preliminary prospectus or final prospectus contained in the Registration Statement, Prospectus (or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or 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 the statement or omission was made thereto) in reliance upon and in conformity with information relating furnished or confirmed (in each case orally or in writing) to such Selling Stockholder furnished in writing to Aspen the Company by or on behalf of such Selling Stockholder specifically expressly for use in connection the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that this indemnity agreement with respect to any preliminary prospectus shall not inure to the preparation benefit of any Underwriter from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any such amendments or supplements thereto) was not sent or given by or on behalf of such Registration StatementUnderwriter to such person, prospectusif such is required by the 1933 Act or the 1933 Act Regulations, amendment at or supplementprior to the written confirmation of the sale of such Securities to such person and if the Prospectus (as so amended or supplemented, if applicable) would have corrected the defect giving rise to such loss, liability, claim, damage or expense; PROVIDEDprovided, HOWEVERhowever, that the obligations of a Selling Stockholder hereunder indemnity agreement contained in this subsection (c) shall be limited to an amount equal to the net proceeds to not require any such Selling Stockholder to reimburse the Underwriters for any amount in excess of Registrable Shares the amount of the net sale price of the Securities sold in connection with by such registrationSelling Stockholder pursuant to this Agreement.

Indemnification by Selling Stockholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Each Selling Stockholder, severally and not jointly, will in proportion to the number of shares of Common Stock to be sold by each Selling Stockholder hereunder, agrees to indemnify and hold harmless Aspenthe Underwriter, each of its directors affiliates, and officers its and each underwriter (if any) their officers, directors, employees, partners and members and each person, if any, who controls Aspen or any such underwriter the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) untrue statements or liabilitiesomissions, joint or several, to which Aspen, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Actstatements or omissions, any preliminary prospectus or final prospectus contained made in the Registration StatementStatement (or any amendment thereto), in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the Registration Statementforegoing), or arise out of any “issuer information” (as defined in Rule 433), or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein “road show” (as defined in Rule 433) that does not misleadingconstitute an Issuer Free Writing Prospectus, if and to the extent that the statement or omission was made in reliance upon and in conformity with information relating furnished or confirmed (in each case orally or in writing) to such Selling Stockholder furnished in writing to Aspen the Company by or on behalf of such Selling Stockholder specifically expressly for use therein or (ii) any breach of any representation or warranty of the Selling Stockholders in connection with the preparation of such Registration Statement, prospectus, amendment this Agreement or supplement; PROVIDED, HOWEVER, that the obligations of a any certificate or other agreement delivered pursuant hereto or contemplated hereby. The amount each Selling Stockholder hereunder shall be limited required to an contribute pursuant to this paragraph shall not be in excess of the amount equal to by which the net proceeds to total price at which the Stock sold by such Selling Stockholder exceeds the amount of Registrable Shares sold any damages which such Selling Stockholder has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. The foregoing indemnity agreement is in connection with such registrationaddition to any liability that the Selling Stockholders may otherwise have to the Underwriter or to any director, officer, employee or controlling person of the Underwriter.

Indemnification by Selling Stockholders. In Each Selling --------------------------------------- Stockholder agrees, severally but not jointly, to indemnify and hold harmless the event Purchasers and their respective Affiliates, officers, directors, agents, members, employees and partners (each, an "Indemnified Party") to the fullest ----------------- extent permitted by law from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities ("Liabilities") to the extent resulting from any registration breach of ----------- any representation or warranty of such Selling Stockholder in this Agreement or any legal, administrative or other actions (collectively "Actions or ---------- Proceedings"), or written threats thereof, based upon, relating to or arising out of the Registrable purchase and sale of the Common Shares under the Securities Act pursuant to this Agreement, each or any Indemnified Party's role therein or in the transactions contemplated thereby; provided, however, that such Selling Stockholder shall not be liable -------- ------- under this Section 7.1: (i) for any amount paid in settlement of claims without such Selling Stockholder, severally and 's consent (which consent shall not jointly, will indemnify and hold harmless Aspen, each of its directors and officers and each underwriter be unreasonably withheld) or (if anyii) and each person, if any, who controls Aspen or any such underwriter within the meaning of the Securities Act or the Exchange 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 Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statementextent that it is finally judicially determined that such Liabilities resulted primarily from the willful misconduct, bad faith or arise out negligence of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleadingsuch Indemnified Party; provided, further, that if and to the extent such indemnification is -------- ------- unenforceable for any reason, such Selling Stockholder shall make the maximum contribution to the payment and satisfaction of such indemnified Liability which shall be permissible under applicable laws; provided, further, that the statement or omission was made in reliance upon and in conformity with information relating aggregate amount payable by each Selling Stockholder -------- ------- under this Section 7.1 shall be limited to the Purchase Price paid to such Selling Stockholder furnished in writing to Aspen by or on behalf Stockholder. In connection with the obligation of such Selling Stockholder specifically to indemnify for use in connection with the preparation of such Registration Statementexpenses as set forth above, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder further agrees to reimburse each Indemnified Party for all such expenses (including reasonable fees, disbursements and other charges of Registrable Shares sold counsel) as they are incurred by such Indemnified Party; provided, however, that if an -------- ------- Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in connection with question resulted primarily from the willfulness, bad faith or negligence of such registrationIndemnified Party.

Indemnification by Selling Stockholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Stockholder, severally and not jointly, will indemnify and hold harmless Aspen, each of its directors and officers and each underwriter (if any) and each person, if any, who controls Aspen or any such underwriter within the meaning of the Securities Act or the Exchange 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 Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or 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 the statement or omission was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to Aspen by or on behalf of such Selling Stockholder specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDEDprovided, HOWEVERhowever, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder of Registrable Shares sold in connection with such registration.

Indemnification by Selling Stockholders. In (a) From and after the event Closing Date (but subject to Section 9.1(a)), the Selling Stockholders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any registration representation or warranty set forth in Section 2 (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Companies to Parent prior to the Closing); (ii) any inaccuracy in or breach of any representation or warranty set forth in Section 2 as if such representation and warranty had been made on and as of the Closing Date (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Disclosure Schedule delivered by the Companies to Parent prior to the Closing to the extent that Parent would be entitled to terminate this Agreement as a result of such update); (iii) any breach of any covenant or obligation of any of the Registrable Shares under Companies or any of the Securities Act pursuant Selling Stockholders (including the covenants set forth in Sections 4 and 5); or (iv) any Legal Proceeding relating to this Agreement, each Selling Stockholder, severally and not jointly, will indemnify and hold harmless Aspen, each any inaccuracy or breach of the type referred to in clause "(i)," "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its directors and officers and each underwriter (if any) and each person, if any, who controls Aspen or any such underwriter within the meaning of the Securities Act or the Exchange 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 rights under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or 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 the statement or omission was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to Aspen by or on behalf of such Selling Stockholder specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder of Registrable Shares sold in connection with such registrationthis Section 9).

Indemnification by Selling Stockholders. In The X.X. Xxxxxx Selling Stockholders, jointly and severally among the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this AgreementX.X. Xxxxxx Selling Stockholders, each Selling Stockholderand Fulcrum, severally and not jointly, will agree to indemnify and hold harmless Aspenthe Underwriter, each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Company, its directors, each of its directors and officers and each underwriter (if any) who signed the Registration Statement and each person, if any, who controls Aspen or any such underwriter the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act to the same extent as the indemnity set forth in paragraph (a) above; provided, against however, that this indemnity agreement shall not apply to any lossesloss, claimsliability, damages claim, damage or liabilities, joint or several, expense to which Aspen, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise extent arising out of or are based upon any untrue statement or omission or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or 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 the statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information; provided further that such Selling Stockholder will be liable in any such case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises from any of such documents in reliance on and in conformity with written information relating to such Selling Stockholder that is furnished in writing to Aspen the Company by or on behalf of such Selling Stockholder specifically and expressly for use in connection with therein, it being understood and agreed that such information includes, without limitation, the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds information relating to such Selling Stockholder in the Registration Statement, the Time of Registrable Shares sold Sale Information and the Prospectus, including in connection with the Prospectus under the caption “Selling Stockholders;” provided further that the liability of any Selling Stockholder pursuant to this subsection (b) shall not exceed the aggregate gross proceeds received after underwriting commissions and discounts, but before expenses, from the sale of Securities by such registrationSelling Stockholder pursuant to this Agreement.

Indemnification by Selling Stockholders. In Each Selling Stockholder agrees, severally but not jointly, to indemnify and hold harmless the event Purchasers and their respective Affiliates, officers, directors, agents, members, employees and partners (each, an "Indemnified Party") to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities ("Liabilities") to the extent resulting from any breach of any registration representation or warranty of such Selling Stockholder in this Agreement or any legal, administrative or other actions (collectively "Actions or Proceedings"), or written threats thereof, based upon, relating to or arising out of the Registrable purchase and sale of the Common Shares under the Securities Act pursuant to this Agreement, each or any Indemnified Party's role therein or in the transactions contemplated thereby; provided, however, that such Selling Stockholder shall not be liable under this Section 7.1: (i) for any amount paid in settlement of claims without such Selling Stockholder, severally and 's consent (which consent shall not jointly, will indemnify and hold harmless Aspen, each of its directors and officers and each underwriter be unreasonably withheld) or (if anyii) and each person, if any, who controls Aspen or any such underwriter within the meaning of the Securities Act or the Exchange 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 Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statementextent that it is finally judicially determined that such Liabilities resulted primarily from the willful misconduct, bad faith or arise out negligence of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleadingsuch Indemnified Party; provided, further, that if and to the extent such indemnification is unenforceable for any reason, such Selling Stockholder shall make the maximum contribution to the payment and satisfaction of such indemnified Liability which shall be permissible under applicable laws; provided, further, that the statement or omission was made in reliance upon and in conformity with information relating aggregate amount payable by each Selling Stockholder under this Section 7.1 shall be limited to the Purchase Price paid to such Selling Stockholder furnished in writing to Aspen by or on behalf Stockholder. In connection with the obligation of such Selling Stockholder specifically to indemnify for use in connection with the preparation of such Registration Statementexpenses as set forth above, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder further agrees to reimburse each Indemnified Party for all such expenses (including reasonable fees, disbursements and other charges of Registrable Shares sold counsel) as they are incurred by such Indemnified Party; provided, however, that if an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in connection with question resulted primarily from the willfulness, bad faith or negligence of such registrationIndemnified Party.

Indemnification by Selling Stockholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Each Selling Stockholder, severally and not jointly, will in proportion to the number of shares of Common Stock to be sold by each Selling Stockholder hereunder, agrees to indemnify and hold harmless Aspeneach Underwriter, each of its directors affiliates, and officers its and each underwriter (if any) their officers, directors, employees, partners and members and each person, if any, who controls Aspen or any such underwriter Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) untrue statements or liabilitiesomissions, joint or several, to which Aspen, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Actstatements or omissions, any preliminary prospectus or final prospectus contained made in the Registration StatementStatement (or any amendment thereto), in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the Registration Statementforegoing), or arise out of any “issuer information” (as defined in Rule 433), or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein “road show” (as defined in Rule 433) that does not misleadingconstitute an Issuer Free Writing Prospectus, if and to the extent that the statement or omission was made in reliance upon and in conformity with information relating furnished or confirmed (in each case orally or in writing) to such Selling Stockholder furnished in writing to Aspen the Company by or on behalf of such Selling Stockholder specifically expressly for use therein or (ii) any breach of any representation or warranty of the Selling Stockholders in connection with the preparation of such Registration Statement, prospectus, amendment this Agreement or supplement; PROVIDED, HOWEVER, that the obligations of a any certificate or other agreement delivered pursuant hereto or contemplated hereby. The amount each Selling Stockholder hereunder shall be limited required to an contribute pursuant to this paragraph shall not be in excess of the amount equal to by which the net proceeds to total price at which the Stock sold by such Selling Stockholder exceeds the amount of Registrable Shares sold any damages which such Selling Stockholder has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. The foregoing indemnity agreement is in connection with such registrationaddition to any liability that the Selling Stockholders may otherwise have to any Underwriter or to any director, officer, employee or controlling person of that Underwriter.

Indemnification by Selling Stockholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Each Selling StockholderStockholder shall, severally and not jointly, will indemnify and hold harmless Aspenthe Company, each of its directors officers, directors, agents, investment and officers legal advisors, partners, members and employees and each underwriter (if any) and each person, if any, Person who controls Aspen or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or severalCompany, to which Aspenthe fullest extent permitted by applicable Laws, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) such directors and officers, underwriter or controlling person may become subject under Selling Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofy) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities ActStatement, any preliminary prospectus or final prospectus contained in the Registration StatementProspectus, or any form of prospectus, or in any amendment or supplement to the Registration Statementthereto, or arise arising solely out of or are based solely upon any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to the extent, if and but only to the extent that the statement such untrue statements or omission was made in reliance omissions are based solely upon and in conformity with information relating to regarding such Selling Stockholder furnished in writing to Aspen the Company by or on behalf of such Selling Stockholder specifically expressly for use therein or (z) in connection with the preparation case of such Registration Statementan occurrence of an event of the type specified in Section 3(c), prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to use by such Selling Stockholder of an outdated or defective Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated or defective and prior to the receipt by such Selling Stockholder of an Advice or an amended or supplemented Prospectus but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the aggregate liability of any Selling Stockholder be greater in amount than the dollar amount of the net proceeds received by such Selling Stockholder upon the sale of the Registrable Shares sold in connection with Securities giving rise to such registrationindemnification obligation.

Indemnification by Selling Stockholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each The Selling StockholderStockholders will, severally and not jointly, will indemnify and hold harmless Aspenthe Company, each of its directors and each of its officers and each underwriter (if any) and each person, if any, who controls Aspen or any such underwriter the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, a “Company Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which Aspen, such directors and officers, underwriter or controlling person Company Indemnified Party may become subject subject, under the Securities Act, the Exchange Act, other Federal or state securities statutory law or Blue Sky laws regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of any Registration Statement under which such Registrable Shares were registered under the Securities Actat any time, any preliminary prospectus or final prospectus contained in Statutory Prospectus, the Registration Statement, Final Prospectus or any amendment or supplement to the Registration Statement, Issuer Free Writing Prospectus or arise out of or are based upon any the omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading, if and in each case to the extent extent, but only to the extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information relating furnished to such Selling Stockholder furnished in writing to Aspen the Company by or on behalf of such the applicable Selling Stockholder specifically for use therein, and will reimburse each Company Indemnified Party for any legal or other expenses reasonably incurred by such Company Indemnified Party in connection with the preparation of investigating or defending against any such Registration Statementloss, prospectusclaim, amendment damage or supplement; PROVIDEDliability (or actions in respect thereof), HOWEVER, it being understood and agreed that the only such information furnished by the Selling Stockholders consists of the Selling Stockholder Information. The obligations of a each of the Selling Stockholder hereunder Stockholders under this Section 2(b) shall be limited to an amount equal to the net proceeds (before deducting expenses) to such Selling Stockholder of Registrable Shares the Offered Securities sold in connection with by such registrationSelling Stockholder pursuant to the Underwriting Agreement.

Indemnification by Selling Stockholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Each Selling Stockholder, severally and not jointly, will agrees to indemnify and hold harmless Aspeneach 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 directors, each of its directors and officers and each underwriter (if any) who signed the Registration Statement and each person, if any, who controls Aspen or any such underwriter the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or liabilitiesomissions, joint or several, to which Aspen, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained statements or omissions, made in any the Registration Statement under which such Registrable Shares were registered under the Securities Act(or any amendment thereto), or any preliminary prospectus or final prospectus contained in the Registration Statement, Prospectus (or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or 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 the statement or omission was made thereto) in reliance upon and in conformity with information relating to such Selling Stockholder furnished or confirmed (in writing each case orally or in writing) to Aspen the Company by or on behalf of such Selling Stockholder specifically expressly for use in connection the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, however, that this indemnity agreement with respect to any preliminary prospectus shall not inure to the preparation benefit of any Underwriter from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any such amendments or supplements thereto) was not sent or given by or on behalf of such Registration StatementUnderwriter to such person, prospectusif such is required by the 1933 Act or the 1933 Act Regulations, amendment at or supplementprior to the written confirmation of the sale of such Securities to such person and if the Prospectus (as so amended or supplemented, if applicable) would have corrected the defect giving rise to such loss, liability, claim, damage or expense; PROVIDEDand provided, HOWEVERfurther, that the obligations liability under this subsection (b) of a any Selling Stockholder hereunder shall be limited to an amount equal to the net sum of (i) the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Registrable Shares Securities sold in connection with by such registrationSelling Stockholder hereunder and (ii) the amount that such Selling Stockholder receives pursuant to the Existing Stockholder Dividend.