Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter to indemnify and hold harmless, severally and not jointly, the Company and all other prospective sellers of Registrable Securities with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, 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 furnished to the Company with respect to such seller through an instrument duly executed by such seller or underwriter specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holders, or any of their respective affiliates, directors, officers or controlling persons and shall survive the transfer of such securities by such person. In no event shall the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this to which Article IIII applies, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders prospective seller of such Registrable Securities or any underwriter to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 3.1) the Company, severally its directors, officers, affiliates, employees, representatives, agents, and not jointlycontrolling Persons (each, a “Company Indemnified Party,” and collectively, the “Company Indemnified Parties,” and all other prospective sellers of Registrable Securities together with the Seller Indemnified Parties, the “Indemnified Parties” and each individually an “Indemnified Party”) with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary supplemental prospectus contained therein, 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 furnished to the Company with respect to such seller through an instrument duly executed by such seller or underwriter respectively, specifically stating that it is for use in the preparation of such registration statement, preliminary, final final, or summary supplemental prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; 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 such seller (which consent shall not be unreasonably withheld or delayed). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holdersprospective sellers, or any of their respective affiliates, directors, officers officers, or controlling persons Persons and shall survive the transfer of such securities by such person. In no event shall the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder.

Indemnification by the Holders. The Company may requireEach Holder shall, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article IIthe full extent permitted by law, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter to indemnify and hold harmless, severally and not jointly, harmless the Company and all other prospective sellers its Affiliates, and their respective managing directors, officers, directors, managers, officers, employees and agents (each, a "Company Indemnified Party") against any Losses to which the Company or any such Company Indemnified Party may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of Registrable Securities with respect to or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from such any registration statementstatement of the Company, any preliminarypreliminary prospectus of the Company, final prospectus of the Company or summary prospectus contained therein, or any amendment or supplementsupplement 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 to the Company with respect to such seller through an instrument duly executed by such seller or underwriter specifically stating that it is for use in the preparation of such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holders, or any of their respective affiliates, directors, officers or controlling persons Company Indemnified Party and shall survive the transfer of such securities shares by such personseller. In no event Such Holder shall also indemnify each other Person that participates (including as an underwriter) in the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the offering or sale of Registrable Securities, and such Person's Affiliates, and their respective managing directors, officers, directors, managers, officers, employees and agents, to the Registrable Securities giving rise same extent as provided above with respect to such indemnification obligationthe Company.

Indemnification by the Holders. The Company Registrant may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article IISection 4 herein, that the Company Registrant shall have received an undertaking reasonably satisfactory to it from the participating Holders prospective selling Holder of such Registrable Securities or any underwriter to indemnify and hold harmless, severally harmless (in the same manner and not jointly, to the Company and all other prospective sellers same extent as set forth in subdivision (a) of Registrable Securities this Section 5) the Registrant with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, 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 furnished provided to the Company with respect to such seller through an instrument duly executed Registrant in writing by such seller selling Holder or underwriter or any of their respective representatives specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the HoldersRegistrant, or any of their its respective affiliates, directors, officers or controlling persons Persons and shall survive the transfer of such securities by such personselling Holder. In no event shall the liability of the Holders any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by the Holders such selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. The Company Registrant may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II, that the Company Registrant shall have received an undertaking reasonably satisfactory to it from the participating Holders Holder of such Registrable Securities or any prospective underwriter to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 3.1) the Registrant, severally and not jointly, the Company and all other Holders or any prospective sellers underwriter, as the case may be, and any of Registrable Securities their respective Affiliates, directors, officers and controlling Persons, with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, 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 furnished to the Company with respect to such seller through an instrument duly executed Holder or underwriter furnished to the Registrant by such seller Holder or underwriter specifically stating that it is expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of the Company Registrant or any of the Holders, or any of their respective affiliatesAffiliates, directors, officers or controlling persons Persons and shall will survive the transfer Transfer of such securities Registrable Securities by such personHolder. In no event shall the liability of the Holders any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds actually received by the Holders such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. The Company may requireEach Holder will, as a condition to including any if ------------------------------ Registrable Securities held by such Holder are included in any registration statement filed in accordance with this Article IIthe securities as to which such registration, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders qualification, or any underwriter to compliance is being effected, indemnify and hold harmless, severally harmless (in the same manner and not jointly, to the same extent as set forth in subdivision (a) of this Section 7) the Company and its controlling persons within the meaning of Section 15 of the Securities Act and all other prospective sellers of Registrable Securities and their respective controlling persons with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, 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 furnished to the Company with respect to such seller through an instrument duly executed by such seller or underwriter specifically stating that it is Holder for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, Holders or any of their respective affiliates, directors, officers or and controlling persons and shall survive the transfer of such securities by such person. In no event Holder; provided, however, that the obligations of such Holder hereunder shall not apply -------- ------- to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the liability consent of the Holders hereunder such Holder (which consent shall not be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligationunreasonably withheld).

Indemnification by the Holders. The Company may requireEach Holder, as a condition to including if any such persons include any Registrable Securities in a Shelf Registration Statement hereunder (with respect to any registration statement filed in accordance Holder, severally as to itself only and not jointly with this Article IIany other Holder), that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter agrees to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 4) the Company, severally and not jointlyits directors, officers, partners, agents and affiliates and each other person, if any, who controls the Company and all other prospective sellers within the meaning of Registrable the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement thereto, if but only to the extent 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 with respect to such seller through an instrument duly executed by such seller or underwriter Holder specifically stating that it is for use in the preparation of such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement; provided, or a document incorporated however, that the liability of such indemnifying party under this Section 4(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by reference into any of such indemnifying party in the foregoingoffering giving rise to such liability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or the Holdersany such director, or any of their respective affiliates, directors, officers officer or controlling persons Person and shall survive the transfer of such securities by such person. In no event shall the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder.

Indemnification by the Holders. The Company may requireEach Holder shall, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article IIthe full extent permitted by law, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter to indemnify and hold harmless, severally and not jointly, harmless the Company and all other prospective sellers its Affiliates, and their respective managing directors, officers, directors, managers, officers, employees and agents (each, a “Company Indemnified Party”) against any Losses to which the Company or any such Company Indemnified Party may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of Registrable Securities with respect to or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from such any registration statementstatement of the Company, any preliminarypreliminary prospectus of the Company, final prospectus of the Company or summary prospectus contained therein, or any amendment or supplementsupplement 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 to the Company with respect to by or on behalf of such seller through an instrument duly executed by such seller or underwriter specifically stating that it is Holder for use in the preparation of such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holders, or any of their respective affiliates, directors, officers or controlling persons Company Indemnified Party and shall survive the transfer of such securities shares by such personseller. In no event Such Holder shall also indemnify each other Person that participates (including as an underwriter) in the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the offering or sale of Registrable Securities, and such Person’s Affiliates, and their respective managing directors, officers, directors, managers, officers, employees and agents, to the Registrable Securities giving rise same extent as provided above with respect to such indemnification obligationthe Company.

Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article IIpursuant to Section 2, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter each Holder of such Registrable Securities to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 5(a)) the Company, severally each member of the Board and not jointly, each officer of the Company who signs the registration statement and all each other prospective sellers Person, if any, who controls the Company within the meaning of Registrable the Securities Act or the Exchange Act, with respect to 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 statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement thereto, if and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company with respect to by each Holder giving such seller through an instrument duly executed by such seller or underwriter indemnification specifically stating that it is for use in the preparation of such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holdersany such Board member, officer, or any of their respective affiliates, directors, officers or controlling persons Person and shall survive the transfer of such securities by any Holder. The obligation of a Holder to indemnify will be several, not joint and several, among such person. In no event shall Holders of Registrable Securities and the liability of each such Holder of Registrable Securities will be in proportion to and limited in all events to the Holders hereunder be greater in net amount than the dollar amount of the proceeds received by the Holders upon such Holder from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Holders. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed in accordance with this Article IIstatement, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or each Holder so including any underwriter Registrable Securities to indemnify and hold harmless, severally and not jointlyjointly (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.6), the Company, and each director of the Company, each officer of the Company and all each other prospective sellers Person, if any, who controls the Company within the meaning of Registrable the Securities Act, with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement thereto, if but only to the extent 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 with respect to by or on behalf of such seller through an instrument duly executed by such seller or underwriter Holder specifically stating that it is for use in the preparation of such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement; provided, or a document incorporated however, that the liability of such indemnifying party under this Section 2.6(b) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by reference into any of such indemnifying party in the foregoingoffering giving rise to such liability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or the Holdersany such director, or any of their respective affiliates, directors, officers officer or controlling persons Person and shall survive the transfer of such securities by such person. In no event shall the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder.

Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter Each Holder agrees to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 8(a)) the Company, severally each member of the Board, each officer, employee and not jointly, agent of the Company and all each other prospective sellers person, if any, who controls any of Registrable the foregoing within the meaning of the Securities Act or the Exchange Act, with respect to 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, final or summary prospectus Prospectus contained therein, or any amendment or supplementsupplement thereto, if to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Holder furnished to the Company with respect to such seller through an instrument duly executed by such seller or underwriter Holder specifically stating that it is for use inclusion in the preparation of such registration statementRegistration Statement, preliminaryProspectus, final or summary prospectus or amendment or supplementsupplement and has not been corrected in a subsequent Registration Statement, any Prospectus contained therein, or a document incorporated by reference into any amendment or supplement thereto prior to or concurrently with the sale of the foregoingRegistrable Securities to the person asserting the claim; provided, however, that Holder shall not be liable for any amounts in excess of the net proceeds received by such Holder from sales of Registrable Securities pursuant to the registration statement to which the claims relate, and provided, further, that the obligations of the Holders shall be several and not joint and several. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holders, or any of their respective affiliates, directors, officers or controlling persons indemnified party and shall survive the transfer of such securities by such person. In no event shall the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by the Holders. The Company may require, as a condition to including any Each Holder of Registrable Securities in any registration statement filed in accordance with this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter agrees to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in clause (a) of this Section 3) the Company, severally and not jointlyeach director of the Company, each officer of the Company and all each other prospective sellers Person, if any, who controls the Company within the meaning of Registrable the Securities Act, with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statementRegistration Statement, any preliminarypreliminary prospectus, final Final Prospectus or summary prospectus contained therein, or any amendment or supplementsupplement thereto, or any application, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company with respect to such seller through an instrument duly executed by such seller or underwriter specifically stating that it is Holder for use in the preparation of such registration statementRegistration Statement, preliminarypreliminary prospectus, final or Final Prospectus, summary prospectus or prospectus, amendment or supplement, or such application, which information contained any untrue statement of any material fact or omitted to state therein a document incorporated by reference into any of material fact required to be stated therein or necessary to make the foregoingstatements therein not misleading. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or the Holdersany such director, or any of their respective affiliates, directors, officers officer or controlling persons Persons and shall survive the transfer of such securities by such personHolder. In no event The indemnity provided by each Holder of securities under this Section 3(b) shall the liability be provided jointly and severally with any other Holder of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligationSecurities.

Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter to indemnify and hold harmlessEach Holder agrees, severally and not jointly, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 5(a) hereof) the Company, each member of the Board, each officer, employee, agent and investment adviser of the Company and all each other prospective sellers Person, if any, who controls any of Registrable the foregoing within the meaning of the Securities Act or the Exchange Act, with respect to 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 statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement 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 with respect to such seller through an instrument duly executed by such seller or underwriter Holder regarding such Holder giving such indemnification specifically stating that it is for use in the preparation of such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holdersany such Board member, or any of their respective affiliatesofficer, directorsemployee, officers agent, investment adviser or controlling persons Person and shall survive the transfer of such securities by such personany Holder. In no event shall The obligation of a Holder to indemnify will be several and not joint, among the Holders of Registrable Securities and the liability of each such Holder of Registrable Securities will be in proportion to and limited in all events to the Holders hereunder be greater in net amount than the dollar amount of the proceeds received by the Holders upon such Holder from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Holders. The Company may requireIn the event of any registration or qualification of any securities of CGG under the Securities Act pursuant to Section 3.2 or 3.3, as a condition to including the Holder of any Registrable Securities in such public offering and/or covered by any registration statement filed in accordance with this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter to Registration Statement will indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 3.5(a)) CGG or any of its affiliates, severally and not jointlydirectors, the Company officers or controlling Persons and all other prospective sellers of Registrable Securities with respect to (a) any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from such registration statementany Registration Statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplementsupplement thereto, or (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity in all respects with written information relating to such selling Holder and/or its affiliates, directors, officers or controlling Persons or the proposed distribution, furnished to the Company with respect to such seller CGG through an instrument duly executed by such seller or underwriter selling Holder specifically stating that it is for use in the preparation of such registration statementRegistration Statement, preliminary, final or summary prospectus or amendment or supplement, other required document or filing or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holders, CGG or any of their respective its affiliates, directors, officers or controlling persons Persons and shall survive the transfer of such securities by such personthe selling Holders. In no event shall the liability of the Holders any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by the Holders such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter Each Holder agrees to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 5(a)) the Company, severally and not jointlyeach member of the Board, each officer of the Company and all other prospective sellers of Registrable Securities each Person, if any, who Controls the Company, with respect to 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 statementthe Shelf Registration Statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement 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 with respect to such seller through an instrument duly executed by such seller or underwriter Holder specifically stating that it is for use in the preparation of the Shelf Registration Statement or any such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holdersany such Board member, officer or any of their respective affiliates, directors, officers or controlling persons Controlling Person and shall survive the transfer of such securities Registrable Securities by such personany Holder. In no event shall The obligation of a Holder to indemnify will be several and not joint among the Holders of Registrable Securities and the liability of each such Holder of Registrable Securities will be in proportion to and limited in all events to the Holders hereunder be greater in net amount than the dollar amount of the proceeds received by the Holders upon such Holder from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationthe Shelf Registration Statement.

Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II, that Each of the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter hereby agrees to indemnify and hold harmless, severally and not jointly, the Company and all other prospective sellers of Registrable Securities with respect to any untrue statement or alleged untrue statement in in, or omission or alleged omission from such from, any registration statementstatement that includes any Registrable Securities and that is filed in accordance with this Article II, any preliminary, final or summary prospectus contained therein, 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 furnished to the Company with respect to such seller Holder through an instrument duly executed by such seller Holder or underwriter specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or the Holders, or any of their respective affiliatesAffiliates, directors, officers or controlling persons persons, and shall survive the transfer Transfer of such securities by such personHolder. In no event shall the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. The Company may requireEach Holder agrees that, as a ------------------------------ condition to including any Registrable Securities Shares in any registration statement Registration Statement filed in accordance with this Article IIpursuant to Section 1 or 2, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter to each such Holder with Registrable Shares included in such Registration Statement will and hereby does, indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 10) the Company, severally each director of the Company, each officer of the Company, each other person who participates as an underwriter in the offering or sale of such securities and not jointlyeach other person, if any, who controls the Company and all other prospective sellers or any such underwriter within the meaning of Registrable the Securities Act, with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement 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 with respect to by or on behalf of such seller through an instrument duly executed by such seller or underwriter Holder specifically stating that it is for use in the preparation of such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or the Holdersany such director, or any of their respective affiliates, directors, officers officer or controlling persons person and shall survive the transfer of such securities by such personHolder. In no event The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the liability of distribution, to the Holders hereunder be greater same extent as provided above with respect to information so furnished in amount than the dollar amount of the proceeds received writing by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligationpersons specifically for inclusion in any prospectus or registration statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II, that Each of the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter hereby agrees to indemnify and hold harmless, severally and not jointly, the Company and all other prospective sellers of Registrable Securities with respect to any untrue statement or alleged untrue statement in in, or omission or alleged omission from such from, any registration statementstatement that includes any Registrable Securities and that is filed in accordance with this Article II, any preliminary, final or summary prospectus contained therein, 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 furnished to the Company with respect to such seller Holder through an instrument duly executed by such seller Holder or underwriter specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or the Holders, or any of their respective affiliatesAffiliates, directors, officers or controlling persons persons, and shall survive the transfer Transfer of such securities by such personHolder. In no event shall the liability of the Holders any Holder hereunder be greater in amount than the dollar amount of the proceeds received by the such Holders upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. The Company may requireEach Holder agrees that, as a condition to including any Registrable Securities Shares in any registration statement Registration Statement filed in accordance with this Article IIpursuant to Section 1 or 2, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter to each such Holder with Registrable Shares included in such Registration Statement will and hereby does, indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 9) the Company, severally each director of the Company, each officer of the Company, each other person who participates as an underwriter in the offering or sale of such securities and not jointlyeach other person, if any, who controls the Company and all other prospective sellers or any such underwriter within the meaning of Registrable the Securities Act, with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement 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 with respect to by or on behalf of such seller through an instrument duly executed by such seller or underwriter Holder specifically stating that it is for use in the preparation of such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or the Holdersany such director, or any of their respective affiliates, directors, officers officer or controlling persons person and shall survive the transfer of such securities by such personHolder. In no event The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the liability of distribution, to the Holders hereunder be greater same extent as provided above with respect to information so furnished in amount than the dollar amount of the proceeds received writing by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligationpersons specifically for inclusion in any prospectus or registration statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by the Holders. The Company may require, as As a condition to including any Registrable Securities Shares of a Holder in any registration statement filed in accordance with this Article IIstatement, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter such Holder, to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 5.1 of this EXHIBIT A) the Company, severally its directors, officers, agents and not jointlyaffiliates and each other person, if any, who controls the Company and all other prospective sellers within the meaning of Registrable Securities the Act, with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission (i) was made in reliance upon and in conformity with written information furnished to the Company with respect to such seller through an instrument duly executed by such seller or underwriter Holder specifically stating that it is for the use in the preparation of such registration statement, preliminarypreliminary prospectus, final prospectus, summary prospectus, amendment or summary supplement or (ii) is corrected in an amendment or supplement or final prospectus (or amendment or supplementsupplement thereto) provided to the indemnifying person and such amended, supplemented or a document incorporated final prospectus (or amendment or supplement thereto) was not given by reference into any or on behalf of such indemnifying person to the person who purchased the Registrable Securities, if such is required by law at or prior to the written confirmation of the foregoingsale of the Registrable Securities to such person; provided, however, that the liability of such indemnifying party under this Section 5.2 of EXHIBIT A shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or the Holdersany such director, or any of their respective affiliates, directors, officers officer or controlling persons person and shall survive the transfer of such securities by such person. In no event shall the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder.

Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter Each Holder agrees to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 5(a)) (i) the Trust, severally each member of the Board, each officer, employee, agent and not jointlyinvestment adviser of the Trust and each other Person, if any, who controls any of the Company foregoing within the meaning of the Securities Act or the Exchange Act, and all (ii) each other prospective sellers Holder, its partners, officers, directors, trustees, stockholders, employees, agents and investment advisers, and each Person, if any, who controls such other Holder within the meaning of Registrable the Securities Act or the Exchange Act, with respect to 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 statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement 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 with respect to such seller through an instrument duly executed Trust by such seller or underwriter Holder regarding such Holder giving such indemnification specifically stating that it is for use in the preparation of such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holders, Trust or any of their respective affiliatessuch Board member, directorsofficer, officers employee, agent, investment adviser or controlling persons Person and shall survive the transfer of such securities by such personany Holder. In no event shall The obligation of a Holder to indemnify will be several and not joint, among the Holders of Registrable Securities and the liability of each such Holder of Registrable Securities will be in proportion to and limited in all events to the Holders hereunder be greater in gross amount than the dollar amount of the proceeds received by the Holders upon such Holder from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Holders. The Company may require, as As a condition to including any Registrable Securities Shares of a Holder in any registration statement filed in accordance with this Article IIstatement, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter such Holder, to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 5.1 of this Exhibit A) the Company, severally its directors, officers, agents and not jointlyaffiliates and each other person, if any, who controls the Company and all other prospective sellers within the meaning of Registrable Securities the Act, with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission (i) was made in reliance upon and in conformity with written information furnished to the Company with respect to such seller through an instrument duly executed by such seller or underwriter Holder specifically stating that it is for the use in the preparation of such registration statement, preliminarypreliminary prospectus, final prospectus, summary prospectus, amendment or summary supplement or (ii) is corrected in an amendment or supplement or final prospectus (or amendment or supplementsupplement thereto) provided to the indemnifying person and such amended, supplemented or a document incorporated final prospectus (or amendment or supplement thereto) was not given by reference into any or on behalf of such indemnifying person to the person who purchased the Registrable Securities, if such is required by law at or prior to the written confirmation of the foregoingsale of the Registrable Securities to such person; provided, however, that the liability of such indemnifying party under this Section 5.2 of Exhibit A shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or the Holdersany such director, or any of their respective affiliates, directors, officers officer or controlling persons person and shall survive the transfer of such securities by such person. In no event shall the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder.

Indemnification by the Holders. The Company may requireEach holder of Registrable Securities agrees, as a condition to including any Registrable Securities inclusion in any registration statement filed in accordance with this Article IIstatement, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter to to, and hereby does, indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 1.7) the Company, severally its directors, officers, employees, agents and not jointlyaffiliates and each other Person, if any, who controls the Company and all other prospective sellers within the meaning of Registrable the Securities Act, with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement 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 with respect to such seller by and through an instrument duly executed by such seller or underwriter holder specifically stating that it is for use in the preparation of such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or the Holdersany such director, or any of their respective affiliatesofficer, directorsemployee, officers agent, affiliate or controlling persons person and shall survive the transfer of such securities by such personholder. In no event shall Notwithstanding the provisions of this paragraph (b), the obligation to indemnify will be several, not joint and several, among such holders of Registrable Securities, and the liability of each holder will be limited to, in any event, the Holders hereunder be greater in net amount than the dollar amount of the proceeds received by the Holders upon such holder from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement less the amount of any damages that such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission.

Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with pursuant to this Article IIAgreement, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter each Holder of such Registrable Securities to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 5(a)) the Company, severally each member of the Board and not jointly, each officer of the Company who signs the registration statement and all each other prospective sellers Person, if any, who controls the Company within the meaning of Registrable the Securities Act or the Exchange Act, with respect to 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 statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplementsupplement thereto, if and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company with respect to by each Holder giving such seller through an instrument duly executed by such seller or underwriter indemnification specifically stating that it is for use in the preparation of such registration statement, preliminarypreliminary prospectus, final or prospectus, summary prospectus or prospectus, amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holdersany such Board member, officer, or any of their respective affiliates, directors, officers or controlling persons Person and shall survive the transfer of such securities by any Holder. The obligation of a Holder to indemnify will be several, not joint and several, among such person. In no event shall Holders of Registrable Securities and the liability of each such Holder of Registrable Securities will be in proportion to and limited in all events to the Holders hereunder be greater in net amount than the dollar amount of the proceeds received by the Holders upon such Holder from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter Each Holder agrees to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 4(a)) the Company, severally each member of the Board, each officer, employee and not jointly, agent of the Company and all each other prospective sellers person, if any, who controls any of Registrable the foregoing within the meaning of the Securities Act or the Exchange Act, with respect to 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, final or summary prospectus Prospectus contained therein, or any amendment or supplementsupplement thereto, if to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Holder furnished to the Company with respect to such seller through an instrument duly executed by such seller or underwriter Holder specifically stating that it is for use inclusion in the preparation of such registration statementRegistration Statement, preliminaryProspectus, final or summary prospectus or amendment or supplementsupplement and has not been corrected in a subsequent Registration Statement, any Prospectus contained therein, or a document incorporated by reference into any amendment or supplement thereto prior to or concurrently with the sale of the foregoingRegistrable Securities to the Person asserting the claim; provided, however, that Holder shall not be liable for any amounts in excess of the net proceeds received by such Holder from sales of Registrable Securities pursuant to the registration statement to which the claims relate, and provided, further, that the obligations of the Holders shall be several and not joint and several. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holders, or any of their respective affiliates, directors, officers or controlling persons indemnified party and shall survive the transfer of such securities by such person. In no event shall the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligationCompany.