Common use of Indemnification by the Participating Holders Clause in Contracts

Indemnification by the Participating Holders. Each of the Participating Holders agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registration.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons, each of their respective Representatives and, with respect to any Participating Holder who is a natural person, the Family Members of such natural person, entities formed for estate or family planning purposes and/or one or more trusts for the sole benefit of such natural person and/or the Family Members of such natural Person, from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities of such Participating Holder were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished to the Company in writing by such Participating Holder and stated to be the Company specifically for use therein; providedinclusion in such Registration Statement, howeverProspectus, that offering circular, Issuer Free Writing Prospectus or other document and has not been corrected in a subsequent writing prior to or concurrently with the obligations of each sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of such Participating Holders Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds (after giving effect to any underwriters discounts and commissions) received by such Participating Holder receives in under the sale of Registrable Securities giving rise to such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus or Issuer Free Writing Prospectus) contained therein or any other document incident to amendment thereof or supplement thereto or any such Registrationdocuments incorporated by reference therein), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus or Issuer Free Writing preliminary Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case case, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished in writing by such Holder to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the obligations of each sale of the Participating Holders Registrable Securities to the Person asserting the claim. In no event shall the liability of such Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (after giving effect with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any underwriters discounts and commissions) such Participating Holder receives in such RegistrationProspectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members, managers or shareholders and each of such partner’s, member’s or shareholder’s partners, members, managers or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder under the sale of Registrable Securities giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus or Issuer Free Writing Prospectus) contained therein or any other document incident to amendment thereof or supplement thereto or any such Registrationdocuments incorporated by reference therein), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus or Issuer Free Writing preliminary Prospectus, in light of the circumstances under which they were made made) not misleading; provided that the indemnities set forth in each of the foregoing clauses (i) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case (ii) shall only apply to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of such Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Participating Holder pursuant to Section 2.09(d) and stated any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such Persons specifically for use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to inclusion in any underwriters discounts and commissions) such Participating Holder receives in such RegistrationProspectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registration. The liability imposed by this Section 2.5(b) will be in addition to any liability which the Participating Holders may otherwise have.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder under the sale of Registrable Securities giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (Purchaser agrees, severally and but not jointly) jointly with any other Purchaser, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in reliance upon and in conformity with written any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; provided, however, in a Registration Statement (it being understood that the obligations Holder has approved Annex A hereto for this purpose), such Prospectus or such form of each Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Participating Holders Company has notified such Holder in writing that the Prospectus is outdated or defective. In no event shall the liability of any selling Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds (after received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus or Issuer Free Writing Prospectus) contained therein or any other document incident to amendment thereof or supplement thereto or any such Registrationdocuments incorporated by reference therein), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus or Issuer Free Writing preliminary Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished in writing by such Holder to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the obligations of each sale of the Participating Holders Registrable Securities to the Person asserting the claim. In no event shall the liability of such Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (after giving effect with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any underwriters discounts and commissions) such Participating Holder receives in such RegistrationProspectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that (x) such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim, and (y) such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, prospectus, offering circular, free writing prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters less underwriting discounts and commissions) received by such Participating Holder receives under the sale of Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such RegistrationPersons specifically for inclusion in any Prospectus, Issuer Free Writing Prospectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (Holder agrees, severally and but not jointly) jointly with any other Holder, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in reliance upon and in conformity with written any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; provided, however, in a Registration Statement (it being understood that the obligations Holder has approved Annex A hereto for this purpose), such Prospectus or such form of each Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Participating Holders hereunder Company has notified such Holder in writing that the Prospectus is outdated or. In no event shall be limited to an the liability of any selling Holder under this Section 2.5 greater in amount equal to than the dollar amount of the net proceeds (after received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder under the sale of Registrable Securities giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder or its Affiliates or their respective representatives to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, Prospectus, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically or its Affiliates or their respective representatives expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder under the sale of Registrable Securities giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Securities Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersmanagers, officers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Securities Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder under the sale of Registrable Securities giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors Affiliates, its employees, directors, officers, shareholders and officers agents and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that (x) such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to the sale of the Registrable Securities to the Person asserting the claim, and (y) such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters less underwriting discounts and commissions) received by such Participating Holder receives under the sale of Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such RegistrationPersons specifically for inclusion in any Prospectus, Issuer Free Writing Prospectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Participating Holder Holder, and each of their respective officers, directors, partners Representatives from and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, any Free Writing Prospectus or Issuer Free Writing Prospectus) amendment or supplement thereto, or any other disclosure document incident to produced by or on behalf of the Company or any such Registrationof its Subsidiaries including reports and other documents filed under the Exchange Act), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Participating Holder to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, prospectus, offering circular, free writing prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Participating Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters less underwriting discounts and commissions) received by such Participating Holder receives under the sale of Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such RegistrationPersons specifically for inclusion in any Prospectus, Free Writing Prospectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (Aresulting from(i) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus or Issuer Free Writing Prospectus) contained therein or any other document incident to amendment thereof or supplement thereto or any such Registrationdocuments incorporated by reference therein), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus or Issuer Free Writing preliminary Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case case, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of such Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Participating Holder pursuant to Section 2.10(d) and stated any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such Persons specifically for use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to inclusion in any underwriters discounts and commissions) such Participating Holder receives in such RegistrationProspectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the CompanyPartnership, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company Partnership (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus or Issuer Free Writing Prospectus) contained therein or any other document incident to amendment thereof or supplement thereto or any such Registrationdocuments incorporated by reference therein), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus or Issuer Free Writing preliminary Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case case, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished in writing by such Holder to the Company by such Participating Holder and stated to be Partnership specifically for use therein; provided, however, that inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the obligations of each sale of the Participating Holders Registrable Securities to the Person asserting the claim. In no event shall the liability of such Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation. The Partnership shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (after giving effect with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any underwriters discounts and commissions) such Participating Holder receives in such RegistrationProspectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, ‘control person’ (within the meaning of the Company’s applicable Canadian securities covered by such a Registration Statement, legislation) and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners officers, trustees or agents and members, each ‘control person’ (within the meaning of applicable Canadian securities legislation) and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Canadian Prospectus or Registration Statement under which such Registrable Securities were Registered under applicable Canadian securities legislation or the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or Canadian Prospectus and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Canadian Prospectus, Registration Statement, prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder under the sale of Registrable Securities giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each (i) Genesis MLP may require, as a condition to filing any registration statement or distributing any private placement memorandum for the issuance and sale of new Common Units pursuant to this Agreement and as a condition to indemnifying the Participating Holders agrees (severally and not jointly) pursuant to this Section 2.4, that Genesis MLP shall have received an undertaking reasonably satisfactory to it from each Participating Holder in which they agree to indemnify and hold harmless, harmless and reimburse (in the same manner and to the fullest same extent permitted by lawas set forth in paragraph (a) of this Section 2.4) Genesis MLP, the CompanyGenesis OLP, each director, officer, employee and agent of its directors Genesis MLP and officers Genesis OLP, and each underwriterother Person, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (Genesis MLP and Genesis OLP within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arising out of or based on (A) upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act (including all documents incorporated therein by reference), any Prospectus preliminary prospectus, final prospectus or Issuer Free Writing Prospectus) summary prospectus contained therein, or any other document incident amendment or supplement thereto (or in any private placement memorandum distributed by Genesis MLP to any such Registrationeffect a private placement of the Common Units pursuant to this Agreement), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein a material fact omission from such registration statement, preliminary prospectus, final prospectus or summary prospectus, or any amendment or supplement thereto required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading misleading, if (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that if) such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in reliance upon and in conformity with written information furnished to the Company Genesis MLP by such Participating Holder and stated to be specifically for use inclusion therein; provided, however, that the obligations of each of the no Participating Holders hereunder Holder shall be limited obligated to an amount equal provide such indemnity to the net proceeds extent that such Losses result, directly or indirectly, from the failure of Genesis MLP to promptly amend or take action to correct or supplement any such registration statement, prospectus, amendment or supplement (after giving or in any private placement memorandum distributed by Genesis MLP to effect a private placement of Common Units pursuant to any underwriters discounts and commissions) this Agreement), based on corrected or supplemental information provided in writing by such Participating Holder receives to Genesis MLP expressly for such purpose; and provided further, that the obligation to provide indemnification pursuant to this Section 2.4(b) shall be several, and not joint and several, among such indemnifying parties. Notwithstanding anything in this Section 2.4(b) to the contrary, in no event shall the liability of any Participating Holder under such Registrationindemnity be greater in amount than the amount of the proceeds received by such Participating Holder upon the redemption from such Participating Holder of Common OLP Units using proceeds from the sale of Common Units to which the Losses relate. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of Genesis MLP or any such director, officer, employee, agent or participating or controlling Person and shall survive the transfer of such securities by such Participating Holder.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the CompanyIssuer, each of its directors and officers officers, employees, agents and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company Issuer (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising insofar as such Losses arise out of or based on upon (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein or any other disclosure document produced by or on behalf of the Issuer or any of its subsidiaries including reports and other documents filed under the Exchange Act or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment thereof or supplement thereto), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of a Prospectus, preliminary Prospectus, or any Prospectus or Issuer Free Writing Prospectus, Prospectus in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case case, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission is contained in any information furnished in writing by such Holder to the Issuer specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the confirmation of the sale of the Registrable Securities to the Person asserting the claim (or alleged omission) is made which, in reliance upon and in conformity with the case of the Investors, shall mean the written information furnished to the Company Issuer by such Participating Holder and stated to be specifically Investor expressly for use therein; providedit being understood and agreed that, howeverunless otherwise agreed in writing with respect to a Registration, that the obligations of each only such information furnished by any Investor consists of the Participating Holders Investor’s legal name, address, and any other information relating to the Investor set forth under the caption “Principal and Selling Stockholders” (or similarly titled sections) in the applicable Registration Statement or Prospectus). In no event shall the liability of such Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 2.09(d). The Issuer shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registrationwith appropriate modification).

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors directors, officers, auditors and officers other consultants, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Participating Holder Holder, and each of their respective officers, directors, partners Representatives from and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, any Issuer Free Writing Prospectus) Prospectus or amendment or supplement thereto, or any other disclosure document incident to produced by or on behalf of the Company or any such Registrationof its Subsidiaries including reports and other documents filed under the Exchange Act), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only extent that such untrue statement or omission is contained in any information furnished in writing by such Participating Holder to the extentCompany specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim, in each case to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, prospectus, offering circular, free writing prospectus or other document in reliance upon and in conformity with written information furnished to the Company by such Participating Holder. In no event shall the liability of such Participating Holder and stated to hereunder be specifically for use therein; provided, however, that greater in amount than the obligations dollar amount of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) received by such Participating Holder receives in under the sale of Registrable Securities giving rise to such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder's respective direct or indirect partners, members or shareholders and each of such partner's, member's or shareholder's partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder under the sale of Registrable Securities giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registration.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder under the sale of Registrable Securities giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus or Issuer Free Writing Prospectus) contained therein or any other document incident to amendment thereof or supplement thereto or any such Registrationdocuments incorporated by reference therein), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus or Issuer Free Writing preliminary Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case case, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished in writing by such Holder to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the obligations of each sale of the Participating Holders Registrable Securities to the Person asserting the claim. In no event shall the liability of such Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (after giving effect with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any underwriters discounts and commissions) such Participating Holder receives in such RegistrationProspectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (Purchaser agrees, severally and but not jointly) jointly with any other Purchaser, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in reliance upon and in conformity with written any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; provided, however, in a Registration Statement (it being understood that the obligations Holder has approved Annex A hereto for this purpose), such Prospectus or such form of each Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after net of all expenses paid by such Holder in connection with any claim relating to this Section 2.5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the CompanyIssuer, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company Issuer (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment thereof or supplement thereto), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of a Prospectus, preliminary Prospectus, or any Prospectus or Issuer Free Writing Prospectus, Prospectus in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case case, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished in writing by such Holder to the Company by such Participating Holder and stated to be Issuer specifically for use therein; provided, however, that inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the obligations of each sale of the Participating Holders Registrable Securities to the Person asserting the claim. In no event shall the liability of such Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 2.09(d). The Issuer shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (after giving effect with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any underwriters discounts and commissions) such Participating Holder receives in such RegistrationProspectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Participating Holder Holder, and each of their respective officers, directors, partners Representatives from and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, any Issuer Free Writing Prospectus) Prospectus or amendment or supplement thereto, or any other disclosure document incident to produced by or on behalf of the Company or any such Registrationof its Subsidiaries including reports and other documents filed under the Exchange Act), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Participating Holder to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, prospectus, offering circular, free writing prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Participating Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters less underwriting discounts and commissions) received by such Participating Holder receives under the sale of Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such RegistrationPersons specifically for inclusion in any Prospectus, Issuer Free Writing Prospectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, prospectus, offering circular, free writing prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters less underwriting discounts and commissions) received by such Participating Holder receives under the sale of Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such RegistrationPersons specifically for inclusion in any Prospectus, Issuer Free Writing Prospectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary, or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein), or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus a Prospectus, preliminary Prospectus, or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written information furnished to the Company by such Participating Holder’s Selling Stockholder Information. In no event shall the liability of such Holder and stated to hereunder be specifically for use therein; provided, however, that greater in amount than the obligations dollar amount of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder under the sale of Registrable Securities giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (Investor agrees, severally and but not jointly) jointly with any other Investor, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in reliance upon and in conformity with written any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; provided, however, in a Registration Statement (it being understood that the obligations Holder has approved Annex A hereto for this purpose), such Prospectus or such form of each Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Participating Holders Company has notified such Holder in writing that the Prospectus is outdated or. In no event shall the liability of any selling Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds (after received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, prospectus, offering circular, free writing prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net gross proceeds (after giving effect to any underwriters less underwriting discounts and commissions) received by such Participating Holder receives under the sale of Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such RegistrationPersons specifically for inclusion in any Prospectus, Issuer Free Writing Prospectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (Purchaser agrees, severally and but not jointly) jointly with any other Purchaser, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; provided, however, in a Registration Statement (it being understood that the obligations Holder has approved Annex A hereto for this purpose), such Prospectus or such form of each Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after net of all expenses paid by such Holder in connection with any claim relating to this Section 2.5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, prospectus, offering circular, free writing prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters i.e., gross proceeds less underwriting discounts and commissions) received by such Participating Holder receives under the sale of Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such RegistrationPersons specifically for inclusion in any Prospectus, Issuer Free Writing Prospectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement under which such Participating Holder’s Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Participating Holder to the Company specifically for inclusion in such Registration Statement (including, without limitation, any written information provided for inclusion in the Registration Statement pursuant to Section 2.04(a)(i)) and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Participating Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) received by such Participating Holder receives in under the sale of Registrable Securities giving rise to such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, (1) each of its directors and directors, officers and employees and (2) each underwriter, if any, of the Company’s securities covered by such a Registration Statement, and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) any underwriter against any and all Losses arising out of or based on (AA)(1) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Demand Registration or Piggyback Registration, qualification or compliance (including any notification or the like) made in reliance upon and in conformity with the information furnished in writing by such Participating Holder in writing or expressly for use therein, (B2) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) ), and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of such Participating Holder and stated to be specifically expressly for use therein, or (3) any failure of a Participating Holder to comply with Section 2(d) or to use a supplemented or amended prospectus properly provided by the Company as contemplated thereby; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Demand Registration or Piggyback Registration. The liability imposed by this Section 2(h)(ii) will be in addition to any liability which the Participating Holders may otherwise have.

Indemnification by the Participating Holders. Each of Holder, at the Participating Holders agrees (time that such Holder holds Registrable Securities included in any registration statement, agrees, severally and but not jointly) , to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors harmless from and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls against all Damages the Company and its Indemnified Parties (within the meaning of the Securities Act or the Exchange Acti) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident with respect to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder information furnished in writing or (B) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder or on such Holder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary or free-writing prospectus or (ii) to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was available to such Holder and stated would have cured the defect giving rise to be specifically for use therein; providedsuch Damages. As a condition to including Registrable Securities in any registration statement filed in accordance with ARTICLE II, however, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any Underwriter to indemnify and hold it harmless to the obligations of each of the Participating Holders hereunder extent customarily provided by Underwriters with respect to similar securities. No Holder shall be limited to an amount equal to liable under this SECTION 2.7(b) for any Damages in excess of the net proceeds (after giving effect to including net of any underwriters underwriting discounts and commissionscommissions but before expenses) realized by such Participating Holder receives in the sale of Registrable Securities of such RegistrationHolder to which such Damages relate, less any amounts paid by such Holder pursuant to SECTION 2.10 and any amounts paid by such Holder as a result of liabilities incurred under any underwriting agreement related to a sale.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (Purchaser agrees, severally and but not jointly) jointly with any other Purchaser, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in reliance upon and in conformity with written any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; provided, however, in a Registration Statement (it being understood that the obligations Holder has approved Annex A hereto for this purpose), such Prospectus or such form of each Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited proceeds received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Demand Registration or Piggyback Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Demand Registration or Piggyback Registration. The liability imposed by this Section 2.8(b) will be in addition to any liability which the Participating Holders may otherwise have.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (Purchaser agrees, severally and but not jointly) jointly with any other Purchaser, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in reliance upon and in conformity with written any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; providedin a Registration Statement, however, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the obligations Prospectus is outdated or defective. In no event shall the liability of each any selling Holder under this Section 2.5(b) and Section 2.5(d), if applicable, in the aggregate be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the ------------------------------------------------- Participating Holders agrees (Holder agrees, severally and not jointly) , to indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of and its directors directors, officers, partners, employees, advisors and officers agents, their respective Affiliates and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or any of such underwriterPersons (collectively, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling the "Company Indemnified Parties") from any Losses to which such Participating Holder (within the meaning of --------------------------- Company Indemnified Party may become subject under the Securities Act or the Act, Exchange Act) against , any and all other federal law, any state or common law or any rule or regulation promulgated thereunder or otherwise, insofar as such Losses are resulting from or arising out of or based on (A) upon any untrue statement (untrue, or alleged untrue statement) untrue, statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus (including any Prospectus as amended or Issuer Free Writing Prospectussupplemented) or any other document incident to incorporated by reference in any such Registrationof the foregoing or resulting from or arising out of or based upon any omission, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) , to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusa prospectus, in light of the circumstances under which they were made made), not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or , omission (or alleged omission) omission is made in such Registration Statement, prospectus or preliminary prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Participating Holder and stated to be specifically expressly intended for use therein; providedin such Registration Statement, howeverprospectus or preliminary prospectus. Notwithstanding the foregoing, that the obligations liability of each of the any Participating Holders hereunder Holder under this Section 7.2 shall be limited to an the amount equal to of the net proceeds (after giving effect to any underwriters discounts and commissions) received by such Participating Holder receives in the sale giving rise to such Registrationliability. The foregoing indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Parties and shall survive the transfer of Registrable Securities by such Participating Holder.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written information furnished to the Company by such Participating Holder’s Selling Stockholder Information. In no event shall the liability of such Holder and stated to hereunder be specifically for use therein; provided, however, that greater in amount than the obligations dollar amount of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder under the sale of Registrable Securities giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (Purchaser agrees, severally and but not jointly) jointly with any other Purchaser, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in reliance upon and in conformity with written any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; provided, however, in a Registration Statement (it being understood that the obligations Holder has approved Annex A hereto for this purpose), such Prospectus or such form of each Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited proceeds received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to an such indemnification obligation (net of all expenses paid by such Holder in connection with any claim relating to this Section 2.5 and the amount equal of any damages such Holder has otherwise been required to the net proceeds (after giving effect to any underwriters discounts and commissions) pay by reason of such Participating Holder receives in such Registrationuntrue statement or omission).

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Securities Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersmanagers, officers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Securities Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) , in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder under the sale of Registrable Securities giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each (i) The Company may require, as a condition to including any Shares in any registration statement filed pursuant to Section 2.1 or 2.2 and as a condition to indemnifying such sellers pursuant to this Section 2.6, that the Company shall have received an undertaking reasonably satisfactory to it from each prospective seller of the Participating Holders agrees (severally and not jointly) such Shares to indemnify and hold harmless, harmless and reimburse (in the same manner and to the fullest same extent permitted by law, as set forth in paragraph (a) of this Section 2.6) the Company, each director, officer, employee and agent of its directors and officers the Company, and each underwriterother Person, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arising out of or based on (A) upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act (including all documents incorporated therein by reference), any Prospectus preliminary prospectus, final prospectus or Issuer Free Writing Prospectus) summary prospectus contained therein, or any other document incident to any such Registration9 10 amendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein a material fact omission from such registration statement, preliminary prospectus, final prospectus or summary prospectus, or any amendment or supplement thereto required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading misleading, if (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that if) such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be prospective seller specifically for use inclusion therein; provided, however, that such prospective seller shall not be obligated to provide such indemnity to the obligations of each extent that such Losses result, directly or indirectly, from the failure of the Participating Holders hereunder Company to promptly amend or take action to correct or supplement any such registration statement, prospectus, amendment or supplement based on corrected or supplemental information provided in writing by such prospective seller to the Company expressly for such purpose; and provided, further, that the obligation to provide indemnification pursuant to this Section 2.6(b) shall be limited to an amount equal several, and not joint and several, among such indemnifying parties. Notwithstanding anything in this Section 2.6(b) to the net contrary, in no event shall the liability of any prospective seller under such indemnity be greater in amount than the amount of the proceeds (after giving effect received by such seller upon the sale of its Shares in the offering to which the Losses relate. Such indemnity shall remain in full force and effect, regardless of any underwriters discounts investigation made by or on behalf of the Company or any such director, officer, employee, agent or participating or controlling Person and commissions) shall survive the transfer of such Participating Holder receives in securities by such Registrationprospective seller.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registration. The liability imposed by this Section 2.6(b) will be in addition to any liability which the Participating Holders may otherwise have.

Indemnification by the Participating Holders. Each of Subject to the terms hereof, the Participating Holders agrees (shall, severally and not jointly) to jointly with any other Person, in accordance with each Participating Holder’s Pro Rata Portion, indemnify and hold harmless, to the fullest extent permitted by law, the Company, Purchaser and each of its directors and officers and each underwriter, if any, of Affiliates (including the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange ActSurviving Corporation) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and equityholders, managers, members, employees, agents, representatives, successors and permitted assigns (each Person controlling such Participating Holder (within the meaning Person, a “Purchaser Indemnified Party”) harmless against and in respect of the Securities Act or the Exchange Act) against any and all Losses Damages that such Purchaser Indemnified Party has suffered, incurred or become subject to arising out of of, based upon or based on otherwise in respect of: (Aa) any untrue statement (inaccuracy or alleged untrue statement) breach of a material fact contained in any Registration Statement (including any Prospectus representation or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) warranty made by the Company or such Participating Holder in writing this Agreement or (B) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading in his, her or its respective Letter of Transmittal; (in the case b) any breach or nonfulfillment of any Prospectus covenant or Issuer Free Writing Prospectus, in light obligation of the circumstances under which they were made not misleadingCompany, such Participating Holder or the Stockholders’ Representative in this Agreement; (c) and will reimburse any Indebtedness of the Persons listed above for any reasonable and documented legal Company as of the Closing Date, or any other expenses reasonably incurred in connection with investigating Transaction Expenses paid or defending any such Lossespayable by the Company after the Closing Date, in each case except those that are paid out of the Closing Merger Consideration at the Closing or resolved in the manner provided in Section 3.1 hereof; (d) any inaccuracy or claim of inaccuracy (i) in the List of Participating Holders or any Updated List of Participating Holders delivered pursuant to Section 3.1(a) or Section 3.4 as to the extent, but only payment of funds thereunder or (ii) as to any payment made based on the extent, that information set forth in such untrue statement List of Participating Holders or any Updated List of Participating Holders; and (or alleged untrue statemente) or omission (or alleged omission) is made in reliance upon any and in conformity with written information furnished to all Taxes of the Company or any Affiliate for all Pre-Closing Tax Periods and any Taxes of any other Person imposed on the Company as a successor, by such Participating Holder Law, by contract or otherwise, which Taxes relate to an event or transaction occurring after April 2, 2010 and stated to be specifically for use thereinbefore the Closing; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited have no obligation to an amount equal indemnify Purchaser Indemnified Parties against any Damages consisting of or related to (i) Taxes that are included in Final Closing Indebtedness or Final Closing Transaction Expenses, or (ii) Taxes resulting from (x) any breach of Section 7.6(d) of this Agreement or (y) any transactions occurring on the net proceeds (Closing Date after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registrationthe Closing outside the ordinary course of business.

Indemnification by the Participating Holders. Each of Subject to the limits set forth in this Article VIII, from and after the Closing, each Participating Holders agrees Holder shall severally (severally according to such Participating Holder’s Indemnification Pro Rata Percentage), and not jointlyjointly and severally (except with respect to clauses (c) and (d) below, with respect to which each Participating Holder shall indemnify as specified herein solely with respect to matters relating to itself), indemnify, defend and hold harmless, to harmless the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder Purchaser and each of their respective the Purchaser’s stockholders, Affiliates, officers, controlling Persons, agents, representatives, directors, partners employees, successors and membersassigns (the Purchaser and such Persons are collectively hereinafter referred to as the “Purchaser Indemnified Persons”), from and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses that such Purchaser Indemnified Persons may suffer, sustain, incur or become subject to, arising out of of, caused by or based on directly or indirectly relating to: (Aa) (i) any untrue statement fraud by the Company in connection with this Agreement or the Merger or the other transactions contemplated hereby or (ii) any inaccuracy of any representation or alleged untrue statementwarranty of the Company set forth in Article V of this Agreement or in any certificate, agreement or other document delivered pursuant hereto (in each case, except for the representations and warranties set forth in Section 5.5, 5.11(b), the second sentence of Section 5.15(f), the fifth clause of Section 5.17(b) and the third to last sentence of a material fact Section 5.19 of this Agreement, assuming that all qualifications contained in this Agreement and each such certificate, agreement or other document delivered pursuant hereto as to materiality, including the words “material”, “materially”, “Material Adverse Effect”, and all similar phrases and words were deleted therefrom); (b) the breach or non-fulfillment of any Registration Statement (including any Prospectus covenant, undertaking, agreement or Issuer Free Writing Prospectus) other obligation of the Company under this Agreement, or any certificate, agreement or other document incident to delivered pursuant hereto; (c) any such Registration, qualification fraud or compliance (including any notification inaccuracy of any representation or the like) made by warranty of such Participating Holder in writing such Participating Holder’s Letter of Transmittal or Option Surrender Agreement (Bassuming that all qualifications contained in such Letter of Transmittal or Option Surrender Agreement as to materiality, the words “material” and “materially” and all similar phrases and words were deleted therefrom); (d) the breach or non-fulfillment of any omission (covenant, undertaking, agreement or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by other obligation of such Participating Holder therein not misleading under such Participating Holder’s Letter of Transmittal or Option Surrender Agreement; (in e) (i) the case exercise of appraisal rights under Section 262 of the DGCL by any Stockholder or payment of any Prospectus or Issuer Free Writing Prospectus, amounts to any Stockholder in light excess of the circumstances under which they were made not misleadingapplicable Merger Consideration to be paid to such Stockholder hereunder or (ii) and will reimburse the Persons listed above for payment of any reasonable and documented legal or amounts in respect of Company Options to any other expenses reasonably incurred in connection with investigating or defending any holder of Company Options that neither exercised such Losses, in each case holder’s Company Options prior to Closing nor entered into an Option Surrender Agreement to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) payment is made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that the obligations of each excess of the Participating Holders hereunder shall be limited to amounts that such holder of Company Options would have received at Closing under an amount equal to the net proceeds Option Surrender Agreement; or (after giving effect to f) any underwriters discounts and commissionsclaims under Section 7.5(a) such Participating Holder receives for indemnification or in such Registrationrespect of breaches of a covenant therein.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (Holder agrees, severally and not jointly) , to indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of and its directors directors, officers, partners, employees, advisors and officers agents, their respective Affiliates and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or any of such underwriterPersons (collectively, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling the “Company Indemnified Parties”) from any Losses to which such Participating Holder (within the meaning of Company Indemnified Party may become subject under the Securities Act or the Act, Exchange Act) against , any and all other federal law, any state or common law or any rule or regulation promulgated thereunder or otherwise, insofar as such Losses are resulting from or arising out of or based on (A) upon any untrue statement (untrue, or alleged untrue statement) untrue, statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus (including any Prospectus as amended or Issuer Free Writing Prospectussupplemented) or any other document incident to incorporated by reference in any such Registrationof the foregoing or resulting from or arising out of or based upon any omission, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) , to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusa prospectus, in light of the circumstances under which they were made made), not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or , omission (or alleged omission) omission is made in such Registration Statement, prospectus or preliminary prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Participating Holder and stated to be specifically expressly intended for use therein; providedin such Registration Statement, howeverprospectus or preliminary prospectus. Notwithstanding the foregoing, that the obligations liability of each of the any Participating Holders hereunder Holder under this Section 7.2 shall be limited to an the amount equal to of the net proceeds (after giving effect to any underwriters discounts and commissions) received by such Participating Holder receives in the sale giving rise to such Registrationliability. The foregoing indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Parties and shall survive the transfer of Registrable Securities by such Participating Holder.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; providedin a Registration Statement, however, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the obligations Prospectus is outdated or defective. In no event shall the liability of each any selling Holder under this Section 2.5(b) and Section 2.5(d), if applicable, in the aggregate be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the CompanyIssuer, each of its directors and officers officers, employees, agents and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company Issuer (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising insofar as such Losses arise out of or based on upon (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein or any other disclosure document produced by or on behalf of the Issuer or any of its subsidiaries including reports and other documents filed under the Exchange Act or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment thereof or supplement thereto), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of a Prospectus, preliminary Prospectus, or any Prospectus or Issuer Free Writing Prospectus, Prospectus in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case case, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission is contained in any information furnished in writing by such Holder to the Issuer specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the confirmation of the sale of the Registrable Securities to the Person asserting the claim (or alleged omission) is made which, in reliance upon and in conformity with the case of the Holders, shall mean the written information furnished to the Company Issuer by such Participating Holder and stated to be specifically expressly for use therein; providedit being understood and agreed that, howeverunless otherwise agreed in writing with respect to a Registration, that the obligations of each only such information furnished by any Holder consists of the Participating Holders Holder’s legal name, address, and any other information relating to the Holder set forth under the caption “Other Information Related to This Offering—Principal Stockholders” (or similarly titled sections) in the applicable Registration Statement or Prospectus). In no event shall the liability of such Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 2.09(d). The Issuer shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registrationwith appropriate modification).

Indemnification by the Participating Holders. Each of the Participating Holders agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registration. The liability imposed by this Section 2.4(b) will be in addition to any liability which the Participating Holders may otherwise have.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the CompanyIssuer, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company Issuer (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder from and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment thereof or supplement thereto), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of a Prospectus, preliminary Prospectus, or any Prospectus or Issuer Free Writing Prospectus, Prospectus in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case case, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished in writing by such Holder to the Company by such Participating Holder and stated to be Issuer specifically for use therein; provided, however, that inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the obligations of each sale of the Participating Holders Registrable Securities to the Person asserting the claim. In no event shall the liability of such Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 9.09(d). The Issuer shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (after giving effect with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any underwriters discounts and commissions) such Participating Holder receives in such RegistrationProspectus or Registration Statement.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in any the Registration Statement under which such Participating Holder’s Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Participating Holder to the Company specifically for inclusion in such Registration Statement (including, without limitation, any written information provided for inclusion in the Registration Statement pursuant to Section 2.02(a)(i)) and will reimburse that has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registration.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (Purchaser agrees, severally and but not jointly) jointly with any other Purchaser, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and or in conformity with written information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; provided, however, in a Registration Statement (it being understood that the obligations Holder has approved Annex A hereto for this purpose), such Prospectus or such form of each Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after net of all expenses paid by such Holder in connection with any claim relating to this Section 2.5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of Holder, at the Participating Holders agrees (time that such Holder holds Registrable Securities included in any registration statement, agrees, severally and but not jointly) , to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors harmless from and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls against all Damages the Company and its Indemnified Parties resulting from (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement registration statement or Prospectus relating to the Registrable Securities (including as amended or supplemented if the Company shall have furnished any Prospectus amendments or Issuer Free Writing Prospectus) or any other document incident to any such Registrationsupplements thereto), qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing a Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission is contained in such participating Holder’s Selling Shareholder Information, and (or alleged omissioniii) is made in reliance upon and in conformity with written information furnished to the Company by extent that any Damages result from the fact that a current copy of the Prospectus was not sent or given to the Person asserting any such Participating Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Holder to provide such Person with a current copy of the Prospectus and such current copy of the Prospectus was available to such Holder and stated would have cured the defect giving rise to be specifically for use therein; providedsuch Damages. As a condition to including Registrable Securities in any registration statement filed in accordance with ARTICLE II, however, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any Underwriter to indemnify and hold it harmless to the obligations of each of the Participating Holders hereunder extent customarily provided by Underwriters with respect to similar securities. No Holder shall be limited to an amount equal to liable under this SECTION 2.7(b) for any Damages in excess of the net proceeds (after giving effect to including net of any underwriters underwriting discounts and commissionscommissions but before expenses) realized by such Participating Holder receives in the sale of Registrable Securities of such RegistrationHolder to which such Damages relate, less any amounts paid by such Holder pursuant to SECTION 2.10 and any amounts paid by such Holder to the Company as a result of liabilities incurred under any underwriting agreement related to a sale.

Indemnification by the Participating Holders. Each of the Participating Holders The Purchaser agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or and the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder any underwriter (within the meaning of as defined in the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and or in conformity with written information furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; provided, however, in a Registration Statement (it being understood that the obligations Holder has approved Annex A hereto for this purpose), such Prospectus or such form of each Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after net of all expenses paid by such Holder in connection with any claim relating to this Section 2.5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in any the Registration Statement under which such Participating Holder’s Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Participating Holder to the Company specifically for inclusion in such Registration Statement (including, without limitation, any written information provided for inclusion in the Registration Statement pursuant to Section 2.03(a)(i)) and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Participating Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) received by such Participating Holder receives in under the sale of Registrable Securities giving rise to such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such other Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Demand Registration or Piggyback Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Demand Registration or Piggyback Registration. The liability imposed by this Section 2(h)(i) will be in addition to any liability which the Participating Holders may otherwise have.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) such Persons, each of their respective Representatives and, with respect to any Participating Holder who is a natural person, the Family Members of such natural person, entities formed for estate or family planning purposes and/or one or more trusts for the sole benefit of such natural person and/or the Family Members of such natural Person, from and against any and all Losses arising out of or based on resulting from (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities of such Participating Holder were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registrationamendment or supplement thereto, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (Bii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished to the Company in writing by such Participating Holder and stated (in its capacity as a Holder) to be the Company specifically for use therein; providedinclusion in such Registration Statement, howeverProspectus, that offering circular, Issuer Free Writing Prospectus or other document and has not been corrected in a subsequent writing prior to or concurrently with the obligations of each sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of such Participating Holders Holder hereunder shall be limited to an greater in amount equal to than the dollar amount of the net proceeds (after giving effect to any underwriters discounts and commissions) received by such Participating Holder receives in under the sale of Registrable Securities giving rise to such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter), and each other Holder, each of such other Participating Holder Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective officersAffiliates, employees, directors, partners and membersofficers, trustees or agents and each Person controlling such Participating Holder who controls (within the meaning of the Securities Act or the Exchange Act) and the officers, directors, partners, members, investment manager, managers, stockholders, agents and employees of each such controlling Person and each of their respective Representatives from and against (i) any and all Losses arising out of or based on (A) resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Participating Holder’s Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act) or any Issuer Free Writing Prospectus) Prospectus or any other document incident to any such Registration, qualification amendment or compliance supplement thereto and (including any notification or the like) made by such Participating Holder in writing or (Bii) any Losses resulting from any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were made made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in information furnished in writing by such Participating Holder to the Company specifically for inclusion in such Registration Statement (including, without limitation, any written information provided for inclusion in the Registration Statement pursuant to Section 2.06(a)(i)) and will reimburse has not been corrected in a subsequent writing prior to or concurrently with the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Lossessale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in strict conformity with written information furnished to the Company by such Participating Holder and stated to be specifically expressly for use therein; provided, however, that . In no event shall the obligations liability of each such Participating Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds after underwriting commissions and discounts (after giving effect to but before any underwriters discounts taxes and commissionsexpenses which may be payable by such Participating Holder) received by such Participating Holder receives in under the sale of Registrable Securities giving rise to such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each any other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that the indemnity agreement contained herein shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of the Participating Holder, which consent shall not be unreasonably withheld or delayed and the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registration.

Indemnification by the Participating Holders. Each of the Participating Holders The Purchaser agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers directors, officers, employees, stockholders, agents, and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses (i) arising out of of, based on, or based on (A) resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein of a material fact required to be stated therein in any Registration Statement or Prospectus (preliminary, final or summary) or any amendment or supplement thereto or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectusform of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in reliance upon and in conformity with written any information furnished by the Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing; or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Participating Holder and stated to be specifically expressly for use therein; provided, however, in a Registration Statement (it being understood that the obligations Holder has approved Annex A hereto for this purpose), such Prospectus or such form of each Prospectus or in any amendment or supplement thereto or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after net of all expenses paid by such Holder in connection with any claim relating to this Section 2.5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving effect rise to any underwriters discounts and commissions) such Participating Holder receives in such Registrationindemnification obligation.

Indemnification by the Participating Holders. Each of the Participating Holders agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers, directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the Exchange Act) against any and all Losses arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Demand Registration or Piggyback Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing or (B) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Demand Registration or Piggyback Registration. The liability imposed by this Section 2(h)(i) will be in addition to any liability which the Participating Holders may otherwise have.