Common use of Indemnification by Shareholders Clause in Contracts

Indemnification by Shareholders. Each Shareholder will indemnify and hold harmless, to the full extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities (or actions in respect thereto) and expenses to which any such Person may be subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in a Registration Statement or Prospectus or preliminary prospectus or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only if and to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made therein in reliance upon and in conformity with the information furnished in writing by such Shareholder specifically for inclusion therein. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the proceeds received by such Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons.

Indemnification by Shareholders. Each In connection with any Registration, each Shareholder participating in such Registration will indemnify furnish to the Company in writing such information with respect to the Shareholder as the Company reasonably requests for use in connection with any Registration Statement, Prospectus or preliminary Prospectus, and hold harmlessagrees to indemnify, to the full extent permitted by law, the Company, its the directors and officers of the Company signing the Registration Statement and each Person person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities (or actions in respect thereto) and expenses to which resulting from any such Person may be subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in a Registration Statement or Prospectus or preliminary prospectus or any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein in the Registration Statement, Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but and only if and to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made therein in reliance upon and in conformity caused by any information with respect to the information Shareholder furnished in writing by such the Shareholder or its representative specifically for inclusion therein. In no event shall the liability of any selling Shareholder hereunder be greater in amount than the dollar amount of the proceeds received by such Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such Personspersons or entities or their representatives specifically for inclusion in any Registration Statement, Prospectus or preliminary Prospectus.