Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. The Holder agrees to indemnity, to the full extent permitted by law, the Company, its directors, officers and counsel and each Person who controls the Company (within the meaning of Section 15 of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact in the Registration Statement or Prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement relates to any information with respect to such Holder, in its capacity as such, so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto); provided, however, that the Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. The Holder Each Electing Holder, severally, but not jointly, agrees to indemnity, to the full extent permitted by law, (i) indemnify and hold harmless the Company, its directorsthe Guarantors and the other Electing Holders, officers and counsel and each Person of their respective directors and officers, and each person, if any, who controls the Company (Company, the Guarantors or any other Electing Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any lossesand all loss, claimsliability, damagesclaim, liabilities damage and expenses resulting from any untrue statement of a material fact expense described in the indemnity contained in Section 5(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Shelf Registration Statement or Prospectus (or any amendment thereof thereto), or any prospectus included therein (or any amendment or supplement thereto thereto) or necessary to make the statements therein not misleading, any related Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the extent, but only to Company by or on behalf of such Electing Holder expressly for use in the extent, that such untrue or alleged untrue statement relates to any information with respect to such Holder, in its capacity as such, so furnished in writing by such Holder specifically for inclusion in any Prospectus or Shelf Registration Statement (including or any omissions amendment thereto) or such prospectus (or any amendment or supplement thereto) or any related Issuer Free Writing Prospectus, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with respect thereto)investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Holder no such holder shall not be liable for any claims hereunder in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability excess of the Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the such Electing Holder upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationShelf Registration Statement.

Indemnification by the Holders. The In connection with the Resale Registration Statement in which the Holders are participating, each Holder agrees shall furnish to indemnityMotient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus and, to the full extent permitted by law, the Companyshall indemnify Motient, its directors, officers officers, employees and counsel Affiliates, and each Person who controls the Company Motient (within the meaning of Section 15 of the Securities Act) ), against any losses, claims, damages, liabilities liabilities, and expenses resulting from any untrue or alleged untrue statement of a material fact contained in the Resale Registration Statement, the prospectus or preliminary prospectus forming a part of the Resale Registration Statement or 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, in light of the circumstances under which they were made, not misleading, but only to the extent that any information so furnished in writing by such Holder contains such untrue statement or omits a material fact required to be stated therein necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement relates to any information with respect to such Holder, in its capacity as such, so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto); provided, however, that the Holder shall not be liable in any such case obligation of each Holder to indemnify Motient hereunder shall be limited to the extent that prior net proceeds to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon from the sale of the Registrable Securities giving rise Acquired Shares pursuant to such indemnification obligationthe Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. The Each selling Holder agrees ------------------------------ (severally and not jointly) to indemnityindemnify and hold harmless, to the full fullest extent permitted by law, the Company, its directors, officers and counsel employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and the Securities Exchange Act) from and against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact in the Registration Statement or Prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, all Losses to the extent, but only to the extent, that any such untrue Loss is caused by, arises out of or alleged untrue statement relates to is based upon any information with respect to such Holder, in its capacity as such, so furnished in writing by such selling Holder to the Company specifically for inclusion in any Prospectus or Registration Statement registration statement under which such Registrable Securities were registered under the Securities Act (including any omissions with respect thereto); providedfinal, however, that the Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement preliminary or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus summary prospectus contained therein or any amendment thereof or supplement thereto which or any documents incorporated by reference therein) and was not corrected in a subsequent writing prior to or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon concurrently with the sale of the Registrable Securities to the Person asserting such Loss. The liability of any Holder under this paragraph shall in no event exceed the amount by which proceeds received by such Holder from sales of Registrable Securities giving rise to such indemnification obligationobligations exceeds the amount of any Loss which such Holder has otherwise been required to pay by reason of such untrue statement or omission. This indemnity shall be in addition to any liability such Holder may otherwise have.

Indemnification by the Holders. The Each Electing Holder agrees to indemnityagrees, as a consequence of the inclusion of any of such Holder's Registrable Securities in such Shelf Registration Statement, severally and not jointly, to the full extent permitted by law, the Company(i) indemnify and hold harmless Parent, its directors, directors and officers and counsel who sign any Shelf Registration Statement and each Person person, if any, who controls the Company (Parent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any lossesLosses, claimsto which Parent or such other persons may become subject, damagesunder the Securities Act or otherwise, liabilities and expenses resulting from any insofar as such Losses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the such Shelf Registration Statement or Prospectus Prospectus, or any amendment thereof or supplement thereto supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement relates or omission or alleged omission was made in reliance upon and in conformity with written information furnished to any information with respect to Parent by such Holder, in its capacity as such, so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto); provided, however, that the Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use therein, and (ii) reimburse Parent for any legal or other expenses reasonably incurred by Parent in connection with investigating or defending any such Registration Statement action or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale of the Registrable Securities giving rise to claim as such indemnification obligationexpenses are incurred.

Indemnification by the Holders. The Holder agrees to indemnity, to the full extent permitted by law, the Company, its directors, officers and counsel and each Person who controls the Company (within the meaning of Section 15 of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact in the Registration Statement registration statement, prospectus or Prospectus preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement relates to any information with respect to such Holder, in its capacity as such, so furnished in writing by such Holder specifically for inclusion in any Prospectus registration statement, prospectus or Registration Statement preliminary prospectus (including any omissions with respect thereto); provided, however, that the Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement registration statement, prospectus or Prospectus preliminary prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement registration statement, prospectus or Prospectus preliminary prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. The Holder agrees to indemnityIn connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the full fullest extent permitted by law, the Company, its directorseach underwriter and their respective officers, officers directors and counsel agents, if any, and each Person Person, if any, who controls the Company (or such underwriter within the meaning of Section section 15 of the Securities Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement is contained in or alleged untrue statement relates to any such omission is from information with respect to such Holder, in its capacity as such, so concerning a holder furnished in writing by such Holder specifically holder expressly for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto)use therein; provided, however, that the Holder such holder's obligations hereunder shall not be liable in any such case limited to an amount equal to the extent that prior proceeds to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale holder of the Registrable Securities giving rise sold pursuant to such indemnification obligationregistration statement.

Indemnification by the Holders. The Holder agrees to indemnityIn connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the full fullest extent permitted by law, the CompanyParent, its directorseach underwriter (if the underwriter so requires) and their respective officers, officers partners, directors and counsel agents, if any, and each Person Person, if any, who controls the Company (Parent or such underwriter within the meaning of Section section 15 of the Securities Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement is contained in or alleged untrue statement relates to any such omission is from information with respect to such Holder, in its capacity as such, so concerning a holder furnished in writing by such Holder specifically holder expressly for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto)use therein; provided, however, that the Holder such holder's obligations hereunder shall not be liable in any such case limited to an amount equal to the extent that prior net proceeds to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale holder of the Registrable Securities giving rise sold pursuant to such indemnification obligationregistration statement.

Indemnification by the Holders. The Holder agrees to indemnityIn connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the full fullest extent permitted by law, the CompanyParent, its directorseach underwriter (if the underwriter so requires) and their respective officers, officers directors and counsel agents, if any, and each Person Person, if any, who controls the Company (Parent or such underwriter within the meaning of Section section 15 of the Securities Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement is contained in or alleged untrue statement relates such omission is from information so concerning a holder, or as to any information such holder's plan of distribution with respect to such Holderholder's Registrable Securities, in its capacity as such, so either case furnished in writing by such Holder specifically holder expressly for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto)use therein; provided, however, that the Holder such holder's obligations hereunder shall not be liable in any such case limited to an amount equal to the extent that prior proceeds to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale holder of the Registrable Securities giving rise sold pursuant to such indemnification obligationregistration statement.

Indemnification by the Holders. The In connection with the Shelf Registration Statement in which a Holder agrees is participating, such Holder will furnish to indemnitythe Company in writing such information as the Company reasonably requests for use in connection with the Shelf Registration Statement or Prospectus and will indemnify, to the full fullest extent permitted by law, the Company, its directorsdirectors and officers, officers agents and counsel and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling persons, from and against any losses, claims, damages, liabilities and expenses resulting from all Losses arising out of or based upon any untrue statement of a material fact contained in the Shelf Registration Statement or Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereof or supplement thereto omission of 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, that such untrue statement or alleged untrue statement relates to omission is contained in any information with respect to such Holder, in its capacity as such, so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto); provided, however, that the Holder shall not be liable in any such case to the extent that prior to Company expressly for use in the filing of any such Shelf Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to and was relied upon by the Company information expressly for use in such the preparation of the Shelf Registration Statement or Statement, Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Companypreliminary prospectus. In no event shall will the liability of the any selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by the such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. The Holder agrees to indemnityIn connection with any registration statement in which the Shareholder is participating, the Shareholder, severally and not jointly, shall indemnify, to the full fullest extent permitted by law, the Company, its directorseach underwriter (if the underwriter so requires) and their respective officers, officers directors and counsel agents, if any, and each Person Person, if any, who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement is contained in or alleged untrue statement relates to any such omission is from information with respect to such Holder, in its capacity as such, so concerning the Shareholder furnished in writing by such Holder specifically the Shareholder expressly for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto)use therein; provided, however, that the Holder Shareholder’s obligations hereunder shall not be liable in any such case limited to an amount equal to the extent that prior proceeds to the filing Shareholder sold pursuant to such registration statement net of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received Selling Expenses incurred by the Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationShareholder.

Indemnification by the Holders. The Holder agrees to indemnityIn connection with any ------------------------------- registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the full fullest extent permitted by law, the Company, its directorseach underwriter and their respective officers, officers directors and counsel agents, if any, and each Person Person, if any, who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement is contained in or alleged untrue statement relates to any such omission is from information with respect to such Holder, in its capacity as such, so concerning a holder furnished in writing by such Holder specifically holder expressly for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto)use therein; provided, however, that the Holder such holder's obligations hereunder shall not be liable in any such case limited to an amount equal to the extent that prior proceeds to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale holder of the Registrable Securities giving rise sold pursuant to such indemnification obligationregistration statement.

Indemnification by the Holders. The Holder agrees to indemnityIn connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the full fullest extent permitted by law, the Company, its each underwriter (if the underwriter so requires) and their respective officers, directors, officers employees and counsel agents, if any, and each Person Person, if any, who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein in light of the circumstances under which they were made not misleading, to the extent, but only to the extent, extent that such untrue statement is contained in or alleged untrue statement relates to any such omission is from information with respect to such Holder, in its capacity as such, so concerning a holder furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto); provided, however, that the Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information holder expressly for use in therein provided; however that such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished holders' obligations hereunder shall be limited to an amount equal to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale to such holder of the Registrable Securities giving rise sold pursuant to such indemnification obligationregistration statement.

Indemnification by the Holders. The Each Holder agrees agrees, severally but not jointly, to indemnityindemnify and hold harmless, to the full fullest extent permitted by law, the Company, its directors, officers and counsel officers, employees, stockholders and each Person person who controls the Company (within the meaning of Section 15 of the Securities 1933 Act) (collectively, “Company Indemnified Parties” and together with the Holder Indemnified Parties, the “Indemnified Parties”) against any losses, claims, damages, liabilities and expenses expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement Statement, or Prospectus or any amendment thereof or supplement thereto thereto, or necessary to make the statements therein not misleading, to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement relates to omission is contained in any information with respect to such Holder, in its capacity as such, so furnished in writing by such Holder to the Company on or after the date hereof specifically for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto); provided, however, that the Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the a Holder hereunder be greater in amount than the dollar amount of the proceeds (net of all commissions, discounts and other expenses paid by such Holder in connection with any claim relating to this Section 6 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Holders. The Holder agrees Each of the Holders will, if Registrable Securities held by it are included in the Registration Statement, indemnify the Company, each of its directors and officers, and each Person who "controls" the Company within the meaning of Rule 405 under the Securities Act, against all Claims arising out of or based on any actual or alleged untrue statement of a material fact, or any omission or a material fact required to indemnitybe stated therein or necessary in order to make the statement included or incorporated therein not misleading, to contained in the full extent permitted Registration Statement, prospectus, or other offering document made by lawor on behalf of such Holder, and will reimburse the Company, its directors, officers and counsel and each Person who controls the Company (within the meaning of Section 15 of the Securities Act) against officers, partners, members or control Persons for any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact in the Registration Statement or Prospectus legal or any amendment thereof other expenses reasonably incurred in connection with investigating or supplement thereto or necessary to make the statements therein not misleadingdefending any such Claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement relates statement) or omission (or alleged omission) is made in the Registration Statement, prospectus, offering memorandum or other document in conformity with written information furnished to any information with respect the Company by or on behalf of such Holder and stated to such Holderbe specifically for use therein; PROVIDED, in its capacity as suchHOWEVER, so furnished in writing that the obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder specifically for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto); provided, however, that the Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationthe Registration Statement.

Indemnification by the Holders. The Holder agrees to indemnityIn connection with any registration ------------------------------- statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the full fullest extent permitted by law, the Company, its directorseach underwriter and their respective officers, officers directors and counsel agents, if any, and each Person Person, if any, who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement is contained in or alleged untrue statement relates to any such omission is from information with respect to such Holder, in its capacity as such, so concerning a holder furnished in writing by such Holder specifically holder expressly for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto)use therein; provided, however, that the Holder such holder's obligations hereunder shall not be liable in any such case limited to an amount equal to the extent that prior proceeds to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale holder of the Registrable Securities giving rise sold pursuant to such indemnification obligationregistration statement.