Common use of Indemnification by the Investors Clause in Contracts

Indemnification by the Investors. To the extent permitted by law, each selling Investor will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Investor selling securities in such registration statement and any controlling person of any such underwriter or other Investor, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs solely in reliance upon and in conformity with written information furnished by such Investor expressly for use in connection with such registration; and each such Investor will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds from the offering received by such Investor.

Indemnification by the Investors. To Subject to the extent permitted by lawlimitations set forth in this Agreement, each selling Investor will agrees, severally and not jointly, to indemnify the Company and its respective Representatives (collectively, “Company Related Parties”) from, and hold harmless the Company, each of its directorsthem harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of its officers who has signed the registration statementthem for all reasonable costs, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Investor selling securities in such registration statement and any controlling person of any such underwriter or other Investor, against any losses, claimsliabilities, damages, or liabilities (joint expenses of any kind or several) nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to which defend any such matter that may be incurred by them or asserted against or involve any of them, whether or not involving a third party claim, as a result of, arising out of, or in any way related to the breach of any of the foregoing persons may become subjectrepresentations, under the Securities Act, the Exchange Act warranties or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out covenants of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs solely in reliance upon and in conformity with written information furnished by such Investor expressly for use in connection with such registration; and each such Investor will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheldherein; provided, that such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty (it being understood that (x) for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party has given notice (stating in no event reasonable detail the basis of the claim for indemnification) to such Investor shall any indemnity under this Section 2.7(bconstitute the date upon which such claim has been made and (y) the liability of each such Investor shall not exceed the net proceeds from amount equal to the offering received by sum of such Investor’s respective Funding Obligation (as defined in the Preferred Purchase Agreement), plus any distributions paid to such Investor with respect to the Series A Preferred Units, Series A Preferred Shares and any Conversion Shares); provided, further, that no Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, speculative or punitive damages.

Indemnification by the Investors. To the extent permitted by law, each selling Investor will (severally but not jointly with other Selling Holders), if Registrable Securities held by such Investor are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, underwriter and any other Investor selling securities in under such registration statement and or any controlling person of any such underwriter or other Investor’s partners, directors, officers, legal counsel or any person who controls such Investor within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, damages or liabilities (joint or several) to which the Company or any such director, officer, legal counsel, controlling person, underwriter or other such Investor’s partner or director, officer or controlling person of the foregoing persons such other Investor may become subject, subject under the Securities Act, the Exchange Act or other United States federal or state law, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs solely in reliance upon and in conformity with written information furnished by such Investor expressly for use in connection with such registration; and each such Investor will pay, as incurred, reimburse any legal or other expenses reasonably incurred by the Company or any person intended to be indemnified pursuant to this Section 2.7(bsuch director, officer, controlling person, underwriter or other Investor(s), partner, officer, director or controlling person of such other Investor(s) in connection with investigating or defending any such loss, claim, damage, liability, liability or action; provided, however, that the indemnity agreement contained in this Section 2.7(bsubsection (b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; and provided, further, that in no event shall any indemnity under this Section 2.7(b(b) exceed the net proceeds from the offering received by such InvestorInvestor in the registered offering out of which the applicable Violation arises.

Indemnification by the Investors. To the extent permitted by law, each selling Investor joining in registration will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, any underwriter, any other Investor selling securities in such registration statement underwriter and any controlling person of any such underwriter or other Investorunderwriter, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs solely in reliance upon and in conformity with written information (including, without limitation, written negative responses to inquiries) furnished by such Investor expressly for use in connection with such registration; and each such Investor will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b1.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 2.7(b1.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided, further, that in no event shall any indemnity under this Section 2.7(b1.7(b) exceed the net proceeds from the offering received by such Investor, except in the case of willful fraud by such Investor; provided, further, that the indemnity under this Section 1.7(b) shall not be deemed to relieve any underwriter of any of its due diligence obligations.

Indemnification by the Investors. To the extent permitted by lawEach Investor, each selling Investor will indemnify individually and not jointly, shall indemnify, defend and hold harmless the CompanyIssuer and its Affiliates, each of its and their respective members, partners, stockholders, other equity holders, managers, directors, each officers, employees and agents (collectively, the “Issuer Indemnified Persons”) from and against, and will reimburse the Issuer Indemnified Persons for, all Damages incurred or suffered by the Issuer and based upon, resulting from, relating to, in connection with or arising out of its officers who has signed (i) any inaccuracy in, or any breach of, any representation or warranty or other statement made by such Investor in this Agreement or any certificate or instrument furnished pursuant to this Agreement, (ii) any breach of any covenant or agreement made or to be performed by such Investor contained in this Agreement or any other Transaction Document, or (iii) any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement / Proxy Statement, Resale Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the registration statementstatements therein (in the case of a Prospectus, each person, if any, who controls in the Company within the meaning light of the Securities Actcircumstances under which they were made) not misleading, any underwriter, any other Investor selling securities in such registration statement and any controlling person of any such underwriter or other Investor, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case but only to the extent (and only to the extent) that such Violation occurs solely untrue statement or omission is contained (or not contained in, in reliance upon and the case of an omission) in conformity with written any information or affidavit so furnished in writing by or on behalf of such Investor expressly for use in connection with such registration; and each such Investor will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or actiontherein; provided, however, that solely for clause (iii), the indemnity agreement contained liability of such Investor shall be several and not joint with any other Investor and shall be in this Section 2.7(b) shall not apply proportion to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 2.7(b) exceed and limited to the net proceeds from the offering received by such InvestorInvestor from the sale of Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Investors. To Each Investor agrees, as a consequence of the extent permitted by lawinclusion of any of its Registrable Securities in a Registration Statement, each selling Investor will to (i) indemnify and hold harmless the Company, each its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of its directorsthe Company), each of its officers who has signed the registration statement, sign any Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, any underwriter, any other Investor selling securities in such registration statement and any controlling person of any such underwriter or other Investor, against any losses, claims, damages, damages or liabilities (joint or several) to which any of the foregoing Company or such other persons may become subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect theretothereof) arise out of or are based upon any Violationan untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the 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, in the case of the Prospectus), not misleading, in each case to the extent (and extent, but only to the extent) , that such Violation occurs solely untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Investor expressly for use therein; provided, however, that absent fraud, no Investor shall be liable under this Section 7(b) for any amount in connection with such registration; and each excess of the net proceeds paid to such Investor will payin respect of shares sold by it, as incurred, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), the Company in connection with investigating or defending any such loss, claim, damage, liability, action or action; provided, however, that the claim as and when such expenses are incurred. The indemnity agreement contained provided for in this Section 2.7(b7(b) shall not apply to amounts paid in settlement of any such losslosses, claimclaims, damage, liability damages or action liabilities if such settlement is effected without the consent of the InvestorInvestors, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds from the offering received by such Investor.

Indemnification by the Investors. To the extent permitted by law, each selling Investor will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Investor EXECUTION COPY selling securities in such registration statement and any controlling person of any such underwriter or other Investor, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs solely in reliance upon and in conformity with written information furnished by such Investor expressly for use in connection with such registration; and each such Investor will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds from the offering received by such Investor.

Indemnification by the Investors. To the full extent permitted by law, each Investor selling Investor Registrable Securities pursuant to a registration provided in this Agreement, severally and not jointly, will indemnify and hold harmless the Company, its subsidiaries, its Affiliates, each of its directors, each of its officers who has signed officers, employees, agents and representatives, any underwriter retained by the registration statement, Company and each person, if any, who controls the Company or such underwriter within the meaning of the Securities Act or the Exchange Act, any underwriter, any other Investor selling securities in pursuant to such registration statement and any controlling person of any such underwriter or other Investor’s subsidiaries, Affiliates, officers, directors, employees, agents and representatives and each of their successors and assigns and each person, if any, who controls such other Investor within the meaning of the Securities Act or the Exchange Act, against any lossesLosses which are imposed on, claims, damages, incurred by or liabilities (joint or several) to which asserted against any of the foregoing persons may become subject, such indemnified party under the Securities Act, the Exchange Act or any securities laws or other federal laws of any jurisdiction, common law or state lawotherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out connection with the registration of or are based upon any Violationsecurities provided in this Agreement, in each case to the extent (and only to the extent) that such Violation occurs solely in reliance Losses arise out of or are based upon and an untrue statement or alleged untrue statement in, or omission or alleged omission from, a registration statement or prospectus or any amendment or supplement thereto, or any Free Writing Prospectus with respect thereto, in conformity with written information furnished by such Investor expressly for use in connection with such registration; and each such Investor will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or actiontherein; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 2.7(b) 5.2, together with any amounts payable under Section 5.3, exceed the net proceeds received by such indemnifying Investor from the offering received by out of which such InvestorLosses arise.

Indemnification by the Investors. To Subject to the extent permitted by lawlimitations set forth in Section 8.5 hereof, regardless of whether the transactions contemplated hereby are consummated, each selling Investor will indemnify of the Investors severally and not jointly shall indemnify, defend and hold harmless the CompanyHolding and its Subsidiaries, and each of its their respective directors, officers, employees, representatives and other Affiliates (collectively, "Holding Indemnitees", and each a "Holding ------- ----------- ------- Indemnitee"), from and against any and all Damages related to or arising, ---------- directly or indirectly, out of its officers who has signed the registration statementany failure or any breach by such Investor of any representation, each personwarranty, if anycovenant, who controls the Company within the meaning of the Securities Actagreement, obligation, or undertaking made by in this Agreement (including any underwriterschedule or exhibit hereto), or any other Investor selling securities in such registration statement and any controlling person of any such underwriter agreement, instrument, certificate, or other Investor, against any losses, claims, damages, document delivered by or liabilities (joint on behalf of such Investor in connection with this Agreement or several) to which any of the foregoing persons may become subjecttransactions contemplated hereby, under the Securities Actbut excluding any representation, the Exchange Act or other federal or state lawwarranty, insofar as such lossescovenant, claimsagreement, damagesobligation, or liabilities (undertaking made by any of the AGI Investors in the Merger Agreement in such AGI Investor's capacity as a Principal Stockholder or actions Participating Stockholder, as to which the terms and provisions of the Merger Agreement shall apply, and without duplication of indemnities provided for in respect thereto) arise out the Merger Agreement, provided that the aggregate liability of or are based upon any Violation, Investor under this Section 8.2 is hereby limited to and shall in each case to no event exceed the extent (and only to the extent) that such Violation occurs solely in reliance upon and in conformity with written information furnished Share Value of all shares of Series A Common Stock owned by such Investor expressly for use in connection with such registration; and each such Investor will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent immediately after consummation of the Investor, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds from the offering received by such Investortransactions contemplated hereby.

Indemnification by the Investors. To Each Investor agrees, as a consequence of the extent permitted by lawinclusion of any of its Registrable Securities in a Registration Statement, each selling Investor will severally and not jointly, to (i) indemnify and hold harmless the Company, each its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of its directorsthe Company), each of its officers who has signed the registration statement, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, any underwriter, any other Investor selling securities in such registration statement and any controlling person of any such underwriter or other Investor, against any losses, claims, damages, damages or liabilities (joint or several) to which any of the foregoing Company or such other persons may become subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect theretothereof) arise out of or are based upon any Violationan untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case to the extent (and extent, but only to the extent) , that such Violation occurs solely untrue statement or alleged untrue statement or omission or alleged omission was made by such Investor in reliance upon and in conformity with written information furnished to the Company by such Investor holder expressly for use therein; provided, however, that no Investor shall be liable under this Section 6(b) for any amount in connection with such registration; and each excess of the gross proceeds paid to such Investor will payin respect of shares sold by it, as incurred, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), the Company in connection with investigating or defending any such loss, claim, damage, liability, action or action; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any claim as such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds from the offering received by such Investorexpenses are incurred.

Indemnification by the Investors. To the extent permitted by lawEach Investor, each selling Investor will indemnify individually and not jointly, shall indemnify, defend and hold harmless the CompanyIssuer and its Affiliates, each of its and their respective members, partners, stockholders, other equity holders, managers, directors, each officers, employees and agents (collectively, the “Issuer Indemnified Persons”) from and against, and will reimburse the Issuer Indemnified Persons for, all Damages incurred or suffered by the Issuer and based upon, resulting from, relating to, in connection with or arising out of its officers who has signed (i) any inaccuracy in, or any breach of, any representation or warranty or other statement made by such Investor in this Agreement or any certificate or instrument furnished pursuant to this Agreement, (ii) any breach of any covenant or agreement made or to be performed by such Investor contained in this Agreement or any other Transaction Document, or (iii) any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement / Proxy Statement, Resale Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the registration statementstatements therein (in the case of a Prospectus, each person, if any, who controls in the Company within the meaning light of the Securities Actcircumstances under which they were made) not misleading, any underwriter, any other Investor selling securities in such registration statement and any controlling person of any such underwriter or other Investor, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case but only to the extent (and only to the extent) that such Violation occurs solely untrue statement or omission is contained (or not contained in, in reliance upon and the case of an omission) in conformity with written any information or affidavit so furnished in writing by or on behalf of such Investor expressly for use in connection with such registration; and each such Investor will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or actiontherein; provided, however, that solely for clause (iii), the indemnity agreement contained liability of such Investor shall be several and not joint with any other Investor and shall be in this Section 2.7(b) shall not apply proportion to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 2.7(b) exceed and limited to the net proceeds from the offering received by such Investor.Investor from the sale of Registrable Securities giving rise to such indemnification obligation. ​ ​ ​

Indemnification by the Investors. To the extent permitted by lawEach Investor, each selling Investor will severally and not jointly, agrees to indemnify and hold harmless the Company, its Affiliates, and each of its their respective officers, directors, managers, partners, members, agents, representatives, successors, assigns and employees and each of its officers who has signed the registration statement, each personother Person, if any, who controls the Company (within the meaning of the Securities Act) the Company or its controlled Affiliates (all such Persons being hereinafter referred to, any underwritercollectively, any other Investor selling securities in such registration statement and any controlling person of any such underwriter or other Investoras the “Company Indemnified Persons”), against any losses, claims, damages, or liabilities (joint or several) Losses to which any of the foregoing persons Company Indemnified Person may become subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, or liabilities Losses (or actions in respect theretothereof as contemplated below) arise out of or are based upon (a) any Violation, breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Investor contained in each case to the extent this Agreement or (and only to the extentb) that such Violation occurs solely an untrue statement or alleged untrue statement or omission or alleged omission in reliance upon and in conformity with written information furnished to the Company by such that Investor expressly for use therein, and such Investor will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with such registration; and each such Investor will payinvestigating, as incurreddefending or preparing to defend, any legal settling, compromising or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), in connection with investigating or defending paying any such loss, claim, damage, liability, or actionLosses; provided, however, that such Investor will not be liable in any such case to the indemnity agreement contained extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Investor to perform any of its covenants in this Section 2.7(bAgreement, (ii) shall not apply to amounts paid in settlement the inaccuracy of any such loss, claim, damage, liability representation or action if such settlement is effected without warranty made by the consent Company or any other Investor in this Agreement (iii) the gross negligence or willful misconduct of any Company Indemnified Person or any other Investor or (iv) in an amount in excess of the Investor, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds from the offering fees received by such InvestorInvestor hereunder.

Indemnification by the Investors. To Each selling Investor will (severally but not jointly), to the extent permitted by law, each selling Investor will indemnify and hold harmless the Company, Company and each of its directors, each of its officers who has signed the registration statementRegistration Statement, each person, Person (if any), who controls the Company within the meaning of the Securities 1933 Act, any underwriterand legal counsel, advisors and accountants for the Company (collectively, the “Company Indemnified Persons”), and any other Investor selling securities in such registration statement and any controlling person of any such underwriter or other InvestorRegistration Statement, against any lossesloss, claimsdamage, damages, claim or liabilities liability (joint or several) to which any of the foregoing persons such Company Indemnified Person or other Investor may become subject, subject under the Securities 1933 Act, the Exchange Act 1934 Act, or other federal or state law, insofar as such lossesloss, claimsdamage, damages, claim or liabilities liability (or actions any action in respect theretothereof) arise arises out of or are is based upon (i) any Violationuntrue statement or alleged untrue statement of a material fact contained in any Registration Statement, including any preliminary Prospectus or final Prospectus contained therein or any amendments or supplements thereto, (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any state securities law, or any rule or regulation promulgated thereunder, in each such case only to the extent (and only to the extent) that such Violation occurs solely loss, damage, claim or liability arises out of or is based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Investor expressly for use in connection with such registration; and each such selling Investor will pay, as incurred, pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), thereby in connection with investigating or defending any claim or proceeding from which such loss, claim, damage, liabilityclaim or liability may result, or actionas such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.7(b6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability claim or action proceeding if such settlement is effected without the consent of the such Investor, which consent shall not be unreasonably withheld; and provided, further, that in no event shall the liability of any indemnity under Investor be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Investor in connection with any claim relating to this Section 2.7(b6 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) exceed the net proceeds from the offering received by such InvestorInvestor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. To Each Investor agrees, as a consequence of the extent permitted by lawinclusion of any of its Registrable Securities in a Registration Statement, each selling Investor will severally and not jointly, to (i) indemnify and hold harmless the Company, each its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of its directorsthe Company), each of its officers who has signed the registration statement, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, any underwriter, any other Investor selling securities in such registration statement and any controlling person of any such underwriter or other Investor, against any losses, claims, damages, damages or liabilities (joint or several) to which any of the foregoing Company or such other persons may become subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect theretothereof) arise out of or are based upon any Violationan untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were AI-10 made, in the case of the Prospectus), not misleading, in each case to the extent (and extent, but only to the extent) , that such Violation occurs solely untrue statement or alleged untrue statement or omission or alleged omission was made by such Investor in reliance upon and in conformity with written information furnished to the Company by such Investor holder expressly for use therein; provided, however, that no Investor shall be liable under this Section 6(b) for any amount in connection with such registration; and each excess of the gross proceeds paid to such Investor will payin respect of shares sold by it, as incurred, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), the Company in connection with investigating or defending any such loss, claim, damage, liability, action or action; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any claim as such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds from the offering received by such Investorexpenses are incurred.