Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. Each Holder, severally and not jointly, shall indemnify and hold harmless the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each HolderTo the extent permitted by law, severally and not jointly, shall each selling Holder will indemnify and hold harmless the Company, each director of the Companyits directors, each officer of its officers who has signed the Company and registration statement, each other Personperson, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law law, insofar as such losses, claims, damages, or liabilities (or actions in respect theretothereof) arise out of or are based upon any statement or alleged statement Violation, in or omission or alleged omission from each case to the extent (and only to the extent) that such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made Violation occurs in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically stating that it is expressly for use in the preparation of connection with such registration statementregistration; and each such Holder will pay, preliminary prospectusas incurred, final prospectusany legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.2, summary prospectusin connection with investigating or defending any such loss, amendment claim, damage, liability, or supplementaction; providedPROVIDED, howeverHOWEVER, that the indemnity agreement contained in this Section 3.9(b) 2.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for ; PROVIDED that in no event shall any such indemnification shall not indemnity under this subsection 2.2 exceed the amount of aggregate gross proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities offering received by such Holder.

Indemnification by the Holders. Each Holder, severally and not jointly, shall indemnify and hold harmless the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b3.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each HolderIn connection with any registration in which a Holder is participating, severally and not jointly, shall each such Holder agrees to indemnify and hold harmless the Company, each director present or past member of the Board, each past or present officer, employee, retained professional, agent and investment adviser, each past or present external advisor or manager, of the Company, each officer underwriter, broker or other Person acting on behalf of the Company Holder, and each other Person, if any, who controls the Company within the meaning Controls any of the Securities Actforegoing, any underwritertogether with the members, any other Holder selling securities in partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such registration statement and any officer, director, legal counsel or accountant or controlling person of any such HolderControlling Person, against any losses, claims, damages, or liabilities and expenses (including, without limitation, reasonable attorneys’ fees), joint or several) , to which the Company or any of the foregoing persons such indemnitees may become subject, subject under the Securities Act, the Exchange Act or other federal or state securities law otherwise, insofar as such losses, claims, damages, or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect theretothereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statementRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if 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 Company through an instrument duly executed provided by such Holder specifically stating that it is for use in the preparation of or on such registration statementHolder’s behalf, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability violation or action if such settlement is effected without the consent alleged violation of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received Securities Act or state securities laws or rules thereunder by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraudHolder. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company or any such directorBoard member, officer officer, employee, agent, investment adviser or controlling Controlling Person and shall survive the transfer of such securities by any Holder. The obligation of a Holder to indemnify will be several and not joint, among the Holders of Registrable Securities and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement, except in the case of fraud or willful misconduct by such Holder.

Indemnification by the Holders. Each Holderholder of Registrable Securities which are included or are to be included in any registration statement filed in connection with this Agreement, as a condition to including Registrable Securities in such registration statement, shall, to the full extent permitted by law, severally and not jointly, shall indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, against any underwriter, Losses to which the Company or any other Holder selling securities in such registration statement and any officer, director, legal counsel director or accountant officer or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons Person may become subject, subject under the Securities Act, the Exchange Act or other federal or state securities law otherwise, insofar as such losses, claims, damages, or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect theretothereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished or confirmed in writing to the Company through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementCompany; provided, however, that the in no event shall any indemnity agreement contained in provided by a Holder under this Section 3.9(b7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross net proceeds from the offering received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraudHolder. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company or any such director, officer officer, member, partner, trust beneficiaries, shareholder or controlling Person and shall survive the transfer of such securities by such HolderHolder pursuant to Section 13(g) of this Agreement.

Indemnification by the Holders. Each HolderIn the event of any registration of any securities of the Company under the 1933 Act, severally each Holder will, and not jointly, shall hereby does agree to indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer other Person who participates as an underwriter in the offering or sale of the Company such securities and each other Person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, 1933 Act against any losses, claims, damagesdamages or liabilities, or liabilities (joint or several) , to which the Company or any of the foregoing persons such director or officer or underwriter or controlling person may become subject, subject under the Securities Act, the Exchange 1933 Act or other federal or state securities law otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect theretothereof) arise directly out of or are based upon of: (i) any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any registration statement under which such registration statementsecurities were registered under the 1933 Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, 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, and each Holder will reimburse the Company and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder of Registrable Securities specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b) shall not apply to amounts paid in settlement of any . Any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each HolderIn connection with any Registration Statement in which a Holder is participating, severally and not jointly, shall each such Holder will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer employees, agents and any Person who is or might be deemed to be a controlling person of the Company and each other Person, if any, who controls the Company or any of its subsidiaries within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange Act against any Losses to which such Holder or any such director or officer, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant underwriter or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, subject under the Securities Act, the Exchange Act Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or other federal or state securities law otherwise, insofar as such losses, claims, damages, or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect theretothereof) arise out of or are based upon (i) any statement untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus, preliminary prospectus or free writing prospectus, or any amendment thereof or supplement thereto, or in any application or (ii) any omission or alleged omission from of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such registration statementuntrue statement or omission is made in such Registration Statement, any preliminary such prospectus, final preliminary prospectus or summary prospectus contained thereinfree writing prospectus, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in any application, in reliance upon and in conformity with written the Selling Holder Information (and except insofar as such Losses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any underwriter furnished to the Company through an instrument duly executed in writing by such Holder specifically stating that it is underwriter expressly for use in such Registration Statement), and such Holder will reimburse the preparation of Company and each such registration statementdirector, preliminary prospectusofficer, final prospectusunderwriter and controlling Person for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, summary prospectusdefending or settling any such loss, amendment claim, liability, action or supplementproceeding; provided, however, that the indemnity agreement contained in this Section 3.9(b) obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such loss, claim, damage, liability Losses (or action actions in respect thereof) if such settlement is effected without the consent of the Holder, such Holder (which consent shall not be unreasonably withheld. The maximum liability of ); and provided, further that the obligation to indemnify and hold harmless shall be individual and several to each Holder for any such indemnification and shall not exceed be limited to the amount of aggregate gross net proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities Securities covered by such HolderRegistration Statement.

Indemnification by the Holders. Each HolderIn the event of any registration of any securities of the Company under the 1933 Act, severally each Holder will, and not jointly, shall hereby does agree to indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer other Person who participates as an underwriter in the offering or sale of the Company such securities and each other Person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, 1933 Act against any losses, claims, damagesdamages or liabilities, or liabilities (joint or several) , to which the Company or any of the foregoing persons such director or officer or underwriter or controlling person may become subject, subject under the Securities Act, the Exchange 1933 Act or other federal or state securities law otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect theretothereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any registration statement under which such registration statementsecurities were registered under the 1933 Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, 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 each Holder will reimburse the Company and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder of Registrable Securities specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b) shall not apply to amounts paid in settlement of any . Any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each Holder, severally and not jointly, shall indemnify and hold harmless the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b3.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross net proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Holder.