Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, severally and not jointly, to the fullest extent permitted by law, the Company, its Affiliates and each Person who controls the Company (within the meaning of the Securities Act) and their respective officers and directors against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registerable Securities pursuant to such Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities.

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifyagrees, severally and not jointly, to the fullest extent permitted by law, indemnify and hold harmless the Company, its Affiliates directors and officers and each Person Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act) Act or Section 20 of the Exchange Act from and their respective officers and directors against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in Damages to the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required same extent as the foregoing indemnity from the Company to be stated therein or necessary to make the statements therein not misleadingsuch Holder, but only to the extent that such Damages arise out of or are based upon any untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto) or are caused by any omission to state therein a material fact necessary to make the same are made statements therein, in reliance and in conformity with light of the circumstances under which they were made, not misleading, which untrue statement or omission is based upon information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein or caused by in any such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus (or any amendments amendment thereto) or supplements thereto any such Prospectus (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the sameor any amendment or supplement thereto); provided, however, that such Holder shall not be obligated to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability of each such any Holder shall of Registrable Securities hereunder be greater in proportion to and limited to amount than the net amount of the proceeds received by such Holder from upon the sale of Registerable the Registrable Securities pursuant giving rise to such Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securitiesobligation.

Indemnification by the Holders. In connection with The Company may require, as a condition to including any Registration Statement Registrable Securities in any registration statement to which there are Participating HoldersArticle II applies, each that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Participating Holder shall furnish Registrable Securities or any underwriter to indemnify and hold harmless (in the same manner and to the Company same extent as set forth in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, severally and not jointly, to the fullest extent permitted by law, Section 3.1) the Company, its Affiliates directors, officers, affiliates, employees, representatives, agents, and controlling Persons (each, a “Company Indemnified Party,” and collectively, the “Company Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties” and each Person who controls the Company (within the meaning of the Securities Actindividually an “Indemnified Party”) and their respective officers and directors against all losses, claims, damages, liabilities and expenses arising out of or based upon with respect to any untrue statement or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein from such registration statement, any preliminary, final or necessary to make the statements therein not misleadingsupplemental prospectus contained therein, but only to the extent that the same are or any amendment or supplement, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company through an instrument duly executed by such Holder expressly seller or underwriter respectively, specifically stating that it is for use therein in the preparation of such registration statement, preliminary, final, or caused supplemental prospectus or amendment or supplement, or a document incorporated by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy reference into any of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the sameforegoing; provided, however, that the indemnity agreement contained in this Section 3.2 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 each such Holder seller (which consent shall not be in proportion to and limited to the net amount received by such Holder from the sale of Registerable Securities pursuant to such Registration Statementunreasonably withheld or delayed). The indemnification provided for under this Agreement Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person Company or any officerof the prospective sellers, director or any of their respective affiliates, directors, officers, or controlling Person of such indemnified Person Persons and shall survive the transfer of securitiessuch securities by such Holder.

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Holder shall furnish to To the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, severally and not jointly, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its Affiliates and directors, each Person of its officers who has signed the registration statement, each person, if any, who controls the Company (within the meaning of the Securities Act or the Exchange Act) , any other Holder selling securities in such registration statement and their respective officers and directors any controlling person of any such other Holder, against all any losses, claims, damages, or liabilities and expenses arising (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 law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of material fact contained Violation, in each case to the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but extent (and only to the extent extent) that the same are made such Violation occurs in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein in connection with such registration; and each such Holder will pay, as incurred, any legal or caused other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.2, in connection with investigating or defending any such loss, claim, damage, liability, or action; PROVIDED, HOWEVER, that the indemnity agreement contained in this Section 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; PROVIDED that in no event shall any indemnity under this subsection 2.2 exceed the gross proceeds from the offering received by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registerable Securities pursuant to such Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities.

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, the Company, its Affiliates from and each Person who controls the Company (within the meaning of the Securities Act) against any and their respective officers and directors against all losses, claims, damagesdamages or liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities and expenses arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, Prospectus or preliminary Prospectus or in any amendment thereof or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent extent, that the same are made any such untrue statement or alleged untrue statement or omission or alleged omission is contained in reliance and in conformity with any written information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly specifically for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the sameinclusion therein; provided, however, that the liability of each total amount to be indemnified by such Holder pursuant to this Section 9(b) shall be in proportion to and limited to the net amount proceeds (after deducting underwriters’ discounts and commissions) received by such Holder from in the sale of Registerable Securities pursuant offering to which such Registration Statement. The indemnification provided for under this Agreement Statement or Prospectus relates; provided, further, that a Holder shall remain not be liable in full force and effect regardless any case to the extent that prior to the filing of any investigation made by such Registration Statement or on behalf of the indemnified Person Disclosure Package, or any officeramendment thereof or supplement thereto, director or controlling Person each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such indemnified Person and shall survive Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the transfer of securitiesCompany. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. In connection with any Registration Statement Each Holder will, if Registrable Securities held by or issuable to such Holder are included in the securities to which there are Participating Holdersa registration is being effected, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, severally and not jointly, to the fullest extent permitted by law, indemnify the Company, each of its Affiliates directors and officers and each Person person who controls the Company (within the meaning of the Securities Act) , and their respective each other Holder, each of such other Holder’s officers and directors and each person controlling such other Holder, against all claims, losses, claims, damages, costs, expenses and liabilities and expenses of any nature whatsoever (or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in the any such Registration StatementStatement or that prospectus incident to any such registration, Prospectus or preliminary Prospectus arising out of or any amendment thereof or supplement thereto or based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act or any state securities law or of any rule or regulation promulgated under the Securities Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, and will reimburse the Company, such other Holders, and such directors, officers and other persons for any legal or other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, cost, expense, liability or action, in each case to the extent, but only to the extent extent, that the same are such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with information relating to such Holder furnished in writing to the Company by such indemnifying Holder expressly and stated to be specifically for use therein therein, except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or caused by alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the Final Prospectus, such Holder’s failure indemnity agreement shall not inure to deliver to such Holder’s immediate purchaser the benefit of the Company or any Holder if a copy of the Registration Statement Final Prospectus was furnished to the person or Prospectus entity asserting the claim, loss, damage, cost, expense, liability or any amendments action at or supplements thereto (if prior to the same time such action was required by applicable law the Securities Act. The liability of any indemnifying Holder under this Section 3.4(b) shall be limited in respect of any Registration Statement to be so delivered) after an amount equal to the Company has furnished such Holder with a sufficient number of copies aggregate proceeds received in respect of the same; provided, however, that the liability of each such Holder shall be in proportion to and limited to the net amount received Registrable Securities sold by such Holder from the sale of Registerable Securities pursuant to under such Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities.

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Holder shall furnish to To the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, severally and not jointly, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its Affiliates and directors, each Person of its officers who has signed the registration statement, each 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 their respective officers and directors any controlling person of any such underwriter or other Holder, against all any losses, claims, damages, or liabilities and expenses arising (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 law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any untrue or alleged untrue statement of material fact contained Violation, in each case to the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but extent (and only to the extent extent) that the same are made such Violation occurs in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein in connection with such registration statement; and each such Holder will pay, as incurred, any legal or caused other expenses reasonably incurred by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law person intended to be so delivered) after the Company has furnished indemnified pursuant to this Section 1.7(b), in connection with investigating or defending any such Holder with a sufficient number of copies of the sameloss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.7(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 each such the Holder, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnification by a Holder shall be in proportion to and limited to under this Section 1.7(b) exceed the net amount proceeds from the offering received by such Holder from Holder, except in the sale case of Registerable Securities pursuant to willful fraud by such Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securitiesHolder.

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Each Electing Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifyagrees, severally and not jointly, to the fullest extent permitted by law, (i) indemnify and hold harmless the Company, its Affiliates and each Person who controls the Company (within the meaning of the Securities Act) and their respective officers and directors against all any losses, claims, damagesdamages or liabilities to which the Company or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or free writing prospectus contained therein or furnished by the Registration StatementCompany to any such Electing Holder, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent extent, that the same are such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by such Electing Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto therein, and (if the same was required by applicable law to be so deliveredii) after reimburse the Company has furnished for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such Holder with a sufficient number of copies of the sameaction or claim as such expenses are incurred; provided, however, that the liability of each no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in proportion to and limited to excess of the dollar amount of the net amount proceeds to be received by such Electing Holder from the sale of Registerable such Electing Holder’s Registrable Securities pursuant to such Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securitiesregistration.

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, severally and not jointly, to the fullest extent permitted by law, the Company, its Affiliates and each Person who controls the Company (within the meaning of the Securities Act) and their respective officers and directors against all losses, claims, . damages, . liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus Prospect us or any amendment thereof or supplement thereto or Or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements supplement s thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registerable Securities pursuant to such Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities.

Indemnification by the Holders. In connection with any Registration Statement Each of the Holders will, if Registrable Securities held by it are included in the securities as to which there are Participating Holders, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifyis being effected, severally and not jointly, to the fullest extent permitted by law, indemnify the Company, each of its Affiliates directors and officers, and each Person who controls “controls” the Company (within the meaning of SEC Rule 405 under the Securities Act) and their respective officers and directors , against all losses, claims, damages, liabilities and expenses Claims arising out of or based upon on any untrue actual or alleged untrue statement of a material fact contained in the Registration Statementfact, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent extent, that the same are such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly and stated to be specifically for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the sametherein; provided, however, that the liability indemnity obligations of each such Holder of the Holders hereunder shall be in proportion limited to and limited an amount equal to the net amount proceeds received by such Holder from the sale of Registerable the Registrable Securities pursuant to such the Registration Statement. The indemnification provided ; and provided, further, that the only information that a Holder will be required to furnish to the Company for under this Agreement shall remain use in full force any Registration Statement or prospectus relating to the Registrable Securities, or in any amendment, supplement or preliminary materials associated therewith will be statements specifically relating to (a) the beneficial ownership of Company securities by such Holder and effect regardless of any investigation made by or on behalf of its affiliates and (b) the indemnified Person or any officer, director or controlling Person name and address of such indemnified Person and Holder. In no event shall survive the transfer a Holder be jointly liable with any other Holder as a result of securitiesits indemnification obligations.

Indemnification by the Holders. In connection with any Registration Statement Each of the Holders will, if Registrable Securities held by it are included in the securities as to which there are Participating Holders, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifyis being effected, severally and not jointly, to the fullest extent permitted by law, indemnify the Company, each of its Affiliates directors and officers, and each Person who controls “controls” the Company (within the meaning of SEC Rule 405 under the Securities Act) and their respective officers and directors , against all losses, claims, damages, liabilities and expenses Claims arising out of or based upon on any untrue actual or alleged untrue statement of a material fact contained in the Registration Statementfact, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent extent, that the same are such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly and stated to be specifically for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the sametherein; provided, however, that the liability obligations of each such Holder of the Holders hereunder shall be in proportion limited to and limited an amount equal to the net amount proceeds received by such Holder from the sale of Registerable the Registrable Securities pursuant to such the Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities.

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifyagrees, severally and but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its Affiliates directors, officers, employees, stockholders and each Person person who controls the Company (within the meaning of the Securities Act0000 Xxx) and their respective officers and directors against all any losses, claims, damages, liabilities and expenses arising out of or based upon expense (including reasonable attorney fees) resulting from any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that the same are made such untrue statement or omission is contained in reliance and in conformity with any information relating to such Holder furnished in writing by such Holder to the Company by specifically for inclusion in such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments amendment or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that supplement thereto. In no event shall the liability of each a Holder be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Holder shall be in proportion connection with any claim relating to this Section 6 and limited the amount of any damages such Holder has otherwise been required to the net amount pay by reason of such untrue statement or omission) received by such Holder from upon the sale of Registerable the Holder Registrable Securities pursuant included in the Registration Statement giving rise to such Registration Statementindemnification obligation. The indemnification provided for under It is agreed that the indemnity agreement contained in this Agreement Section 6(b) shall remain not apply to amounts paid in full force and effect regardless settlement of any investigation made by such losses, claim, damage, liability or on behalf action if such settlement is effected without the consent of the indemnified Person affected Holder(s) (which consent shall not be unreasonably withheld or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securitiesdelayed).

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, severally and not jointly, to the fullest extent permitted by law, the Company, its Affiliates and each Person who controls the Company (within the meaning of the Securities Act) and their respective officers and directors against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to such Participating Holder furnished in writing to the Company by such Participating Holder expressly specifically for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the sametherein; provided, however, that the liability of each such Participating Holder shall be in proportion to and limited to the net amount proceeds received by such Participating Holder from the sale of Registerable Registrable Securities pursuant to the Registration Statement from which such Registration Statementliability arises. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and Person, shall survive the transfer of securitiessecurities and shall continue to apply to all Persons that were Holders at any time, regardless of whether they continue to hold Registrable Securities.

Indemnification by the Holders. In connection with any Registration Statement Each of the Holders will, if Registrable Securities held by it are included in the securities as to which there are Participating Holders, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifyis being effected, severally and not jointly, to the fullest extent permitted by law, indemnify the Company, each of its Affiliates directors and officers, and each Person who controls "controls" the Company (within the meaning of SEC Rule 405 under the Securities Act) and their respective officers and directors , against all losses, claims, damages, liabilities and expenses Claims arising out of or based upon on any untrue actual or alleged untrue statement of a material fact contained in the Registration Statementfact, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent extent, that the same are such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly and stated to be specifically for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the sametherein; provided, however, that the liability obligations of each such Holder of the Holders hereunder shall be in proportion limited to and limited an amount equal to the net amount proceeds received by such Holder from the sale of Registerable the Registrable Securities pursuant to such the Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities.

Indemnification by the Holders. In connection with Each Electing Holder including any Registrable Shares in the Shelf Registration Statement in which there are Participating HoldersStatement, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifyhereby agrees, severally and not jointly, to the fullest extent permitted by lawapplicable laws, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)) the Company, its Affiliates and each Person 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) and their respective officers and directors against all losses, claimsand, damagesto the extent requested, liabilities and expenses arising out of or based upon each underwriter, with respect to any untrue statement or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein from such Shelf Registration Statement, any preliminary prospectus, final prospectus or necessary to make the statements therein not misleadingsummary prospectus contained therein, or any amendment or supplement thereto, but only to the extent that the same are such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the sametherein; provided, however, that the liability of each such Holder indemnifying party under this Section 2.5(b) shall be in proportion to and limited to the amount of net amount proceeds received by such Holder from indemnifying party in the sale of Registerable Securities pursuant offering giving rise to such Registration Statementliability. The indemnification provided for under this Agreement Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the indemnified Person Company or any officersuch director, director officer or controlling Person of such indemnified Person and shall survive the transfer of securitiessuch securities by such Holder; and provided, further, that such Holder shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Shares or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to any other Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Shares to such other Person if such statement or omission was corrected by such Holder in such final prospectus.

Indemnification by the Holders. In connection accordance with any Registration Statement in which there are Participating Holdersthe terms of the Selling Stockholder Agreement, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifywill severally, severally and not jointly, in proportion to the respective number of shares included by each such Holder to the total number of shares being registered, if Equity Consideration Registrable Securities are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless Parent, and each of its officers, directors, agents, attorneys, investment advisors, partners, stockholders, other equity holders and employees to the fullest extent permitted by lawapplicable Legal Requirements, the Companyfrom and against any and all Losses, its Affiliates and each Person who controls the Company (within the meaning of the Securities Act) and their respective officers and directors against all lossesas incurred, claims, damages, liabilities and expenses arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or preliminary any Prospectus or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, but only to the extent extent, that the same (1) such untrue statements or omissions are made in reliance and in conformity with based solely upon information relating to regarding such Holder furnished in writing to the Company Parent by such Holder expressly for use therein therein, or caused by to the extent that such information relates to such Holder or such Holder’s failure to deliver to proposed method of distribution of Equity Consideration Registrable Securities and was reviewed and expressly approved in writing by such Holder’s immediate purchaser a copy Holder expressly for use in the Registration Statement, 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 9.3(b)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after Parent has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registerable Securities pursuant to such Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securitiessupplemented Prospectus.

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifyEach holder agrees, severally and not jointly, to the fullest extent permitted by law, the Company, its Affiliates (i) indemnify and each Person who controls hold harmless the Company (within the meaning of the Securities Act) and their respective officers and directors all other Holders Indemnitees against all any losses, claims, damagesdamages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or free writing prospectus contained therein or furnished by the Registration StatementCompany to any such holder, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent extent, that the same are such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by such Holder holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto therein, and (if the same was required by applicable law to be so deliveredii) after reimburse the Company has furnished for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such Holder with a sufficient number of copies of the sameaction or claim as such expenses are incurred; provided, however, that the liability of each no such Holder holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in proportion to and limited to excess of the dollar amount of the net amount proceeds to be received by such Holder holder from the sale of Registerable such holder’s Registrable Securities pursuant to such Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securitiesregistration.

Indemnification by the Holders. In connection with Seller and any Registration Statement in which there are Participating Holders, each such Participating Holder shall furnish to other holders of the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifyRegistrable Securities hereby agree, severally and not jointly, to the fullest extent permitted by lawindemnify and hold harmless Purchaser, the Company, its Affiliates each director and officer of Purchaser and each Person other person, if any who controls the Company (Purchaser within the meaning of the Securities Act, from and against any and all losses, claims, damages or liabilities, joint or several, and expenses (including fees of counsel and any amounts paid in settlement effected with the consent of such holders) and their respective officers and directors against to which Purchaser, such director or officer or controlling person may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities or expenses (including all such losses, claims, damages, liabilities and expenses arising out of any actions or proceedings, whether commenced or threatened), arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of to state a material fact required to be stated therein in such registration statement, or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or necessary to make the statements therein not misleading, to the extent, but only to the extent that the same are extent, such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information relating furnished to Purchaser by or on behalf of such Holder furnished in writing to the Company by such Holder holder expressly for use therein in such registration statement or caused by preliminary, final or summary prospectus, amendment or supplement (including such Holder’s failure information provided to deliver Purchaser pursuant to such Holder’s immediate purchaser a copy the second sentence of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number last paragraph of copies Section 3 of the samethis Agreement); provided, however, that the liability of each no such Holder holder shall be liable to any such person under this Section 5(b) for any amounts in proportion excess of the dollar amount of the proceeds to and limited to the net amount be received by such Holder holder from the sale of Registerable such holder=s Registrable Securities pursuant to such Registration Statementregistration. The Such indemnification provided for under this Agreement and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person Purchaser or any officerof its directors, director officers or controlling Person persons or any of such indemnified Person other holders of Registrable Securities or their respective directors, officers, partners and controlling persons and shall survive the transfer of securitiessuch Registrable Securities by such holder. Each holder of Registrable Securities also agrees to indemnify and hold harmless any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of Purchaser provided in this Section 5(b).

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifyagrees, severally and but not jointly, to the fullest extent permitted by law, indemnify and hold harmless the Company, its Affiliates directors and officers and each Person Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act) Act or Section 20 of the Exchange Act from and their respective officers and directors against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in Damages to the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required same extent as the foregoing indemnity from the Company to be stated therein or necessary to make the statements therein not misleadingsuch Holder, but only to the extent that such Damages arise out of or are based upon any untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto) or are caused by any omission to state therein a material fact necessary to make the same are made statements therein, in reliance and in conformity with light of the circumstances under which they were made, not misleading, which untrue statement or omission is based upon information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein or caused by in any such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus (or any amendments amendment thereto) or supplements thereto any such Prospectus (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the sameor any amendment or supplement thereto); provided, however, that such Holder shall not be obligated to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability of each such any Holder shall of Registrable Securities hereunder be greater in proportion to and limited to amount than the net amount of the proceeds received by such Holder from upon the sale of Registerable the Registrable Securities pursuant giving rise to such Registration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securitiesobligation.

Indemnification by the Holders. In connection with The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in which there are Participating Holdersaccordance with Section 2 hereof, each that the Company shall have received an undertaking reasonably satisfactory to it from the Holders of such Participating Holder shall furnish Registrable Securities or any underwriter, to indemnify and hold harmless (in the same manner and to the Company same extent as set forth in writing such information as subdivision (a) of this Section 3) the Company reasonably requests for use and its controlling Persons and all other prospective sellers and their respective controlling Persons with respect to any statement or alleged statement in connection with any or omission or alleged omission from such Registration Statement or Prospectus and shall indemnifyany Prospectus, severally and not jointly, to the fullest extent permitted by law, the Company, its Affiliates and each Person who controls the Company (within the meaning of the Securities Act) and their respective officers and directors against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue if such statement or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are was made in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company through an instrument duly executed by such Holder expressly specially stating that it is for use therein in the preparation of such Registration Statement or caused any Prospectus. The parties hereto acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holder’s failure Holders of Registrable Securities to deliver the contrary, for all purposes of this Agreement the only information furnished or to such Holder’s immediate purchaser a copy of be furnished to the Company for use in any Registration Statement or Prospectus or any amendments or supplements thereto are statements specifically relating to (if i) the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number beneficial ownership of copies shares of the same; provided, however, that the liability of each such Holder shall be in proportion to and limited to the net amount received Common Stock by such Holder from and its Affiliates, (ii) the sale name and address of Registerable Securities pursuant to such Registration Statementholder, and (iii) the method or methods of distribution of such Holders. The indemnification provided for under this Agreement Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person Company or any officerof the Holders or any of their respective directors, director or officers and controlling Person of such indemnified Person Persons and shall survive the transfer of securitiessuch securities by such Holder; provided, however, that no such Holder shall be liable under this Section 3 for any amounts exceeding the net proceeds received by the Holder from the sale of Registrable Securities pursuant to such Registration Statement or Prospectus by such Holder and no such Holder shall be liable under this Section 3 with respect to any settlement made without such Holder's consent.

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Each Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnifyof shares of Registrable Securities, severally and not jointly, to the fullest extent permitted by law, will indemnify and hold harmless the Company, its Affiliates and each Person other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company (collectively, the "Company Indemnified Parties") from and their respective officers against, and directors against will reimburse each Company Indemnified Party with respect to, any and all lossesClaims to which such Company Indemnified Party becomes subject, claims, damages, liabilities and expenses arising insofar as such Claims arise out of or are based upon (i) any untrue statement (or alleged untrue statement statement) of any material fact contained in the Registration StatementStatement or the Prospectus, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or (ii) any omission (or alleged omission of omission) to state in the Registration Statement or Prospectus a material fact required to be stated therein or necessary to make the statements therein not misleading, but or (iii) any violation by the Holder of any rule or regulation under the Securities Act or any state securities laws applicable to the Holder and relating to action or inaction required of the Holder in connection with such registration; provided, however, that each Holder will be liable to the Company Indemnified Parties only to the extent that the same Claims arise out of or are based upon an untrue statement (or alleged untrue statement) or omission (or alleged omission) made in reliance and in conformity with upon information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy in the preparation of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registerable Securities pursuant to such Registration StatementProspectus. The indemnification provided for under this Agreement This indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securitiesa Company Indemnified Party.

Indemnification by the Holders. In connection with any Registration Statement in which there are Participating Holders, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the fullest full extent permitted by law, the CompanyIssuer, its Affiliates directors and officers and each Person who controls the Company Issuer (within the meaning of the Securities Act and the Exchange Act) from and their respective officers and directors against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged Losses resulting from any untrue statement of a material fact contained or any omission of a material fact required to be stated in the Registration StatementStatement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that the same are made such untrue statement or omission had been contained in reliance and in conformity with any information relating to such Holder furnished in writing by such selling holder to the Company by such Holder expressly Issuer specifically for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the liability of each such Holder shall be inclusion in proportion to and limited to the net amount received by such Holder from the sale of Registerable Securities pursuant to such Registration Statement. The indemnification provided for under this Agreement This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person Issuer or any officerindemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer may require, director or controlling as a condition to including any Registrable Securities in any Shelf Registration Statement filed pursuant to Section 2.1 hereof, that the Issuer shall have received an undertaking reasonably satisfactory to it from each Holder to indemnify and hold harmless the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of such indemnified Person the Securities Act and shall survive the transfer of securitiesExchange Act) as provided in this Section 2.5(b).