Common use of Indemnification by the Holders and Underwriters Clause in Contracts

Indemnification by the Holders and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Issuer shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Issuer and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Electing Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the 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, 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 written information furnished to the Issuer by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Issuer for any reasonable and duly documented legal or other expenses incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders and Underwriters. The Issuer Bank may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Issuer Bank shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Issuer Bank and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer Bank or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer Bank to any such Electing Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the 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, 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 written information furnished to the Issuer Bank by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Issuer Bank for any reasonable and duly documented legal or other expenses incurred by the Issuer Bank in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders and Underwriters. The Issuer may requireEach Holder agrees, as a condition to including consequence of the inclusion of any of its Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof a Registration Statement, and to entering into any underwriting agreement with respect theretoeach underwriter, that if any, which facilitates the Issuer shall have received an undertaking reasonably satisfactory to it from the Electing Holder disposition of such Registrable Securities and from each underwriter named in any shall agree, as a consequence of facilitating such underwriting agreementdisposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Issuer Company, its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers who sign any Registration Statement and all other holders each person, if any, who controls the Company within the meaning of Registrable Securitieseither Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Issuer Company or such other holders of Registrable Securities persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, Registration Statement or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Electing Holder or underwriter, or any amendment or supplement thereto, Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made, in the case of the Prospectus), 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 written information furnished to the Issuer Company by such Electing Holder holder or underwriter expressly for use therein; provided, however, that no Holder or underwriter shall be liable under this Section 6(B) for any amount in excess of the net proceeds paid to such Holder or underwriter in respect of shares sold by it and (ii) reimburse the Issuer Company for any reasonable and duly documented legal or other expenses incurred by the Issuer Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder . The obligations pursuant to this subsection shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess survive the transfer of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registrationSecurities.

Indemnification by the Holders and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Issuer shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Issuer Issuer, the Guarantor, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer Issuer, the Guarantor or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Electing Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the 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, 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 written information furnished to the Issuer by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Issuer and the Guarantor for any reasonable and duly documented legal or other expenses reasonably incurred by the Issuer and the Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s 's Registrable Securities pursuant to such registration.

Indemnification by the Holders and Underwriters. The Issuer Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to in accordance with Section 2(b) hereof and to entering into any underwriting agreement with respect thereto2 herein, that the Issuer Company shall have received an undertaking reasonably satisfactory to it from the Electing prospective Holder of such Registrable Securities and from each or any underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless (in the Issuer same manner and to the same extent as set forth in Section 6(a)) the Company, all other holders prospective Holders or any underwriter, as the case may be, and any of Registrable Securitiestheir respective affiliates, against directors, officers and controlling Persons, with respect to any losses, claims, damages or liabilities to which the Issuer or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission from such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Electing Holder or underwritertherein, or any amendment or supplement theretosupplement, or arise out of or are based upon the 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, in each case to the extent, but only to the extent, that if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such Holder or underwriter furnished to the Issuer Company by such Electing Holder or underwriter expressly for use thereinin the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing, but only to the extent such untrue statement or omission is contained in any information so furnished in writing by such Holder specifically for inclusion in the registration statement or prospectus and (ii) reimburse the Issuer for any reasonable and duly documented legal or other expenses incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, howeverfurther, that no such Electing Holder shall liability will be required limited to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar net amount of the proceeds to be received by such Electing Holder seller from the sale of such Electing Holder’s the Registrable Securities pursuant to such registrationregistration statement and provided, further, that such seller of Registrable Securities shall not be liable in any such case to the extent that, prior to the filing of any such registration statement, prospectus, amendment thereof, or supplement thereto, such seller has furnished in writing to the Company information expressly for use in such registration statement, prospectus, amendment thereof, or supplement thereto that corrected or made not misleading the information previously furnished to the Company. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective affiliates, directors, officers or controlling Persons and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders and Underwriters. The Issuer may requireEach Holder severally agrees, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that to any underwriter the Issuer shall have received Company and the Operating Partnership may require an undertaking reasonably satisfactory to it the Company and the Operating Partnership from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointlyunderwriter, to (i) indemnify and hold harmless the Issuer Company, the Operating Partnership and all the other holders selling Holders, and each of Registrable Securitiestheir respective directors and officers (including each director and officer of the Company who signed the Registration Statement), against and each Person, if any, who controls the Company, the Operating Partnership or any losses, claims, damages or liabilities to which other selling Holder within the Issuer or such other holders meaning of Registrable Securities may become subject, under Section 15 of the Securities Act or otherwiseAct, to the same extent as the indemnity contained in Section 6.1(a) hereof (except that any settlement described in Section 6.1(c) shall be effected only with the written consent of such Holder), but only insofar as such lossesloss, claimsliability, damages claim, damage or liabilities (or actions in respect thereof) arise expense arises out of or are is based upon an (i) any untrue statement or omission, or alleged untrue statement of statements or omissions, made in a material fact contained in such registration statement, Registration Statement (or any preliminary, final amendment thereto) or summary prospectus contained therein or furnished by the Issuer to any such Electing Holder or underwriter, Prospectus (or any amendment or supplement thereto, or arise out of or are based upon the 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, 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 written information furnished to the Issuer Company or the Operating Partnership by such Electing selling Holder or underwriter expressly for use thereinin such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto), and or (ii) reimburse the Issuer for any reasonable and duly documented legal or other expenses incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required Holder's failure to undertake liability deliver a Prospectus to any person purchaser of Eligible Securities where such a delivery obligation was applicable to such Holder's sale of Eligible Securities and such Holder had been provided with sufficient copies of such Prospectus for the relevant deliveries thereof. In no event shall the liability of any Holder under this Section 6(b6.1(b) for any amounts be greater in excess of amount than the dollar amount of the net proceeds to be received by such Electing Holder from upon the sale of such Electing Holder’s Registrable the Eligible Securities pursuant giving rise to such registrationindemnification obligation.

Indemnification by the Holders and Underwriters. The Issuer may requireEach Holder severally agrees, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that to any underwriter the Issuer shall have received Company and the Partnership may require an undertaking reasonably satisfactory to it the Company and the Partnership from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointlyunderwriter, to (i) indemnify and hold harmless the Issuer Company, the Partnership and all the other holders selling Holders, and each of Registrable Securitiestheir respective directors and officers (including each director and officer of the Company who signed the Registration Statement), against and each Person, if any, who controls the Company, the Partnership or any losses, claims, damages or liabilities to which other selling Holder within the Issuer or such other holders meaning of Registrable Securities may become subject, under Section 15 of the Securities Act or otherwiseAct, to the same extent as the indemnity contained in Section 5(a) hereof (except that any settlement described in Section 4(a)(ii) shall be effected only with the written consent of such Holder), but only insofar as such lossesloss, claimsliability, damages claim, damage or liabilities (or actions in respect thereof) arise expense arises out of or are is based upon an (i) any untrue statement or omission, or alleged untrue statement of statements or omissions, made in a material fact contained in such registration statement, Registration Statement (or any preliminary, final amendment thereto) or summary prospectus contained therein or furnished by the Issuer to any such Electing Holder or underwriter, Prospectus (or any amendment or supplement thereto, or arise out of or are based upon the 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, 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 written information furnished to the Issuer Company or the Partnership by such Electing selling Holder or underwriter expressly for use thereinin such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto) as evidenced by a written statement duly executed by such Holder specifically stating that it is for use in the preparation thereof, and or (ii) reimburse the Issuer for any reasonable and duly documented legal or other expenses incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required Holder's failure to undertake liability deliver a Prospectus to any person purchaser of Registrable Securities where such a delivery obligation was applicable to such Holder's sale of Registrable Securities and such Holder had been provided with sufficient copies of such Prospectus for the relevant deliveries thereof. In no event shall the liability of any Holder under this Section 6(b4(b) for any amounts be greater in excess of amount than the dollar amount of the net proceeds to be received by such Electing Holder from upon the sale of such Electing Holder’s the Registrable Securities pursuant giving rise to such registrationindemnification obligation.

Indemnification by the Holders and Underwriters. The Issuer In the event of registration of any securities of the Company under the Securities Act pursuant to Sections 3.7 or 3.8 hereof, the Company may require, as a condition to including any require that each selling Holder of Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Issuer shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, agrees (severally and not jointly, ) to (i) indemnify and hold harmless harmless, to the Issuer full extent permitted by law, the Company, its directors and all other holders officers and each Person who controls the Company (within the meaning of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofand the Exchange Act) arise out of or are based upon an untrue statement or alleged from and against any Losses resulting from any untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Electing Holder or underwriter, or any amendment or supplement thereto, or arise out omission of or are based upon the omission or alleged omission to state therein a material fact required to be stated in the registration statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements thereintherein (in the case of a prospectus or preliminary prospectus, in 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 is contained in reliance upon and in conformity with written any information furnished in writing by such selling Holder to the Issuer by Company specifically for inclusion in such Electing registration statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting such Loss. In no event shall the liability of any selling Holder or underwriter expressly for use therein, and (ii) reimburse the Issuer for any reasonable and duly documented legal or other expenses incurred by the Issuer of Registrable Securities hereunder be greater in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of amount than the dollar amount of the proceeds to be received by such Electing Holder from under the sale of such Electing Holder’s the Registrable Securities pursuant giving rise to such registrationindemnification obligation. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective affiliates, directors, officers or controlling Persons and will survive the transfer of such securities by such Holder.

Indemnification by the Holders and Underwriters. The Issuer Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b3(d) hereof and to entering into any underwriting agreement with respect thereto, that the Issuer Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Issuer Company, the Guarantors, if any, and all other selling holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer Company, the Guarantors, if any, or such other selling holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer Company to any such Electing Holder Holder, or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the 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, therein 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 written information furnished to the Issuer Company by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Issuer Company and the Guarantors, if any, for any reasonable and duly documented legal or other expenses reasonably incurred by the Issuer Company and the Guarantors, if any, in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders and Underwriters. The Issuer may requireEach Electing Holder agrees, as a condition to including consequence of the inclusion of any of such holder's Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof such Shelf Registration Statement, and to entering into any underwriting agreement with respect theretoeach underwriter, that if any, which facilitates the Issuer shall have received an undertaking reasonably satisfactory to it from the Electing Holder disposition of such Registrable Securities and from each underwriter named in any shall agree, as a consequence of facilitating such underwriting agreementdisposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Issuer Company, its directors (including any person who, with his or her consent, is named in the Shelf Registration Statement as a director nominee of the Company), its officers who sign any Shelf Registration Statement and all other holders each person, if any, who controls the Company within the meaning of Registrable Securitieseither Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Issuer Company or such other holders of Registrable Securities persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, Shelf Registration Statement or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Electing Holder or underwriter, or any amendment or supplement thereto, Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made, in the case of the Prospectus), 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 written information furnished to the Issuer Company by such Electing Holder holder or underwriter expressly for use therein, and (ii) reimburse the Issuer Company for any reasonable and duly documented legal or other expenses reasonably incurred by the Issuer Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Issuer shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Issuer Issuer, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Electing Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the 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, 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 written information furnished to the Issuer by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Issuer for any reasonable and duly documented legal or other expenses reasonably incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s 's Registrable Securities pursuant to such registration.

Indemnification by the Holders and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Issuer shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Issuer and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Electing Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the 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, 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 written information furnished to the Issuer by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Issuer for any reasonable and duly documented legal or other expenses incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.this