Common use of Indemnification by the Purchasers Clause in Contracts

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, 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 Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretonot misleading, in light of the circumstances under in which they were made) not misleading, 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 Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 2 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser’s failure to comply with the prospectus delivery requirements of the Securities Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchase in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in 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 Blue Sky Application or (2)such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the CompanyCorporation, its directors, officers, employees, stockholders and each person who controls the Company Corporation (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and reasonable expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or final prospectus contained therein, or form of prospectus or any omission amendment or alleged supplement thereof or any omission of a material fact required to be stated in the Registration Statement Statement, any preliminary prospectus or Prospectus final prospectus contained therein, or preliminary Prospectus form of prospectus or any amendment or supplement thereto thereof or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretotherein, in light of the circumstances under which they were made) , not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged is, and such omission is not, contained in any information furnished in writing by such Purchaser to the Company Corporation specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement theretoProspectus. In no event shall the The liability of any Purchaser for indemnification under this Section 6(b) in its capacity as a Purchaser be greater in amount than seller of Registrable Securities shall not exceed the dollar amount lesser of (i) that proportion of the proceeds (net total of all expense paid such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such Registration Statement held by such Purchaser in connection with any claim relating to this Section 2.6 Purchaser, and (ii) the amount equal to the net proceeds to such Purchaser of the securities sold in any such registration; provided that no Holder shall be required to indemnify any person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any damages such Purchaser has otherwise been person to deliver a prospectus as required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationAct.

Indemnification by the Purchasers. Each Purchaser agreesPurchaser, severally but and not jointly, to will indemnify and hold harmlessharmless the Seller, to the fullest extent permitted by law, the Company, each of its directors, officers, employees, stockholders each of its officers who sign the Shelf Registration Statement and each person person, if any, who controls the Company (Seller within the meaning of the Securities Act) , against any losses, claims, damages, liabilities and expense or expenses to which the Seller, each of its directors, each of its officers who sign the Shelf Registration Statement or controlling person may become subject, under the Act, the Exchange Act, or any other federal or state statutory law or regulation insofar as such losses, claims, damages, liabilities or expenses (including reasonable attorney feesor actions in respect thereof as contemplated below) resulting from arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, the Resale Prospectus, or any amendment or supplement to the Shelf Registration Statement or the Resale Prospectus, or the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, 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 contained was made in the Shelf Registration Statement, the Resale Prospectus, or 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. In no event , in reliance upon and in conformity with written information furnished to the Seller by or on behalf of such Purchaser expressly for use therein; provided, however, that such Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which such Purchaser has delivered to the liability of Seller in writing a Purchaser be greater in amount than correction at least five Business Days before the dollar amount occurrence of the proceeds (net of all expense paid by transaction from which such loss was incurred, and such Purchaser will reimburse the Seller, each of its directors, each of its officers who signed the Shelf Registration Statement or controlling person for any legal and other expense reasonably incurred by the Seller, each of its directors, each of its officers who signed the Shelf Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any claim relating such loss, claim, damage, liability, expense or action for which such person is entitled to be indemnified in accordance with this Section 2.6 and 15(d). Notwithstanding anything to the contrary contained herein, each Purchaser shall be liable under this Section 15(d) for only that amount of any damages as does not exceed the net proceeds to such Purchaser has otherwise been required to pay by reason as a result of such untrue statement or omission) received by such Purchaser upon the sale of Registrable Units pursuant to the Registrable Securities included in the Shelf Registration Statement giving rise to such indemnification obligationStatement.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its the Guarantors, their respective directors, officers, employees, stockholders stockholders, shareholders and each person who controls the Company or a Guarantor (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained made in conformity with any information furnished in writing by such Purchaser to the Company and the Guarantors specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In Except to the extent that any such losses, claims, damages, liabilities or expenses are finally judicially determined to have resulted from a Purchaser’s fraud, in no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the such Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each In connection with any registration statement pursuant to which a Purchaser agreessold or offered for sale Registrable Securities, severally but not jointly, the Purchaser agrees to (i) indemnify and hold harmlessharmless the Company and its officers, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders representatives, underwriter and agents and each control person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damagesdamages or liabilities to which the Company may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to the Purchaser, any officer, director, partner, employee, representative, underwriter or agent or control person, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, not misleading in light of the circumstances under in which they were made) not misleading, 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 contained was made in any reliance upon and in conformity with written information furnished in writing by such Purchaser to the Company specifically by the Purchaser or its officers, directors, partners, employees representatives, or agents expressly for inclusion use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such Registration Statement action or Prospectus or amendment or supplement thereto. In claim as such expenses are incurred; provided that in no event shall any indemnity under this subsection exceed the liability of a Purchaser be greater in amount than the dollar amount of the gross proceeds (net of all expense paid by from such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) offering received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationPurchaser.

Indemnification by the Purchasers. Each Purchaser agreesExcept as otherwise stated herein, severally but not jointlythe Purchasers and, solely with respect to Section 8.3(e), NRM, on a joint and several basis, shall indemnify and hold harmless, the Seller harmless against any and all Losses resulting from or arising out of: (a) the Purchasers’ failure to observe or perform any or all of the Purchasers’ covenants and obligations under this Addendum or breach of its representations and warranties contained in this Addendum; (b) the matters for which the Purchasers are required to indemnify the Seller pursuant to Sections 2.2(a) and 2.3(g); (c) any failure of any successor servicer or subservicer to service the Mortgage Loans in accordance with Applicable Requirements following the related transfer of servicing to such successor; (d) any claim that is brought against the Seller relating to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning servicing of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement Mortgage Loans or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in REO Properties after the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only Effective Date except to the extent that (i) Seller is otherwise liable therefor under this Addendum or any other agreement between the Purchasers and the Seller or any Affiliate or (ii) such untrue statement Claim results from or alleged untrue statement or omission or alleged omission is contained in arises out of any information furnished in writing by such Purchaser matter related to the Company specifically period prior to the Effective Date; (e) the matters for inclusion which the Purchasers and NRM are required to indemnify the Seller pursuant to Section 2.14; or (f) any event of termination described in Section 5.6; provided, however, no Purchaser or NRM shall be obligated to indemnify the Seller (i) with respect to any liabilities, Claims, costs or expenses which are covered in Section 8.2 or (ii) to the extent such Registration Statement Loss is due to the willful misconduct, bad faith or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount gross negligence of the proceeds (net Seller, Corporate Parent or any of all expense paid by such Purchaser in connection with any claim relating to their respective Affiliates or the Seller’s breach of this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationAddendum.

Indemnification by the Purchasers. Each Purchaser agrees, shall severally but and not jointly, to jointly indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors, each of its officers, employeeslegal counsel and accountants for the Company, stockholders and each person (if any) who controls the Company (within the meaning of the Securities Act and any underwriter (as defined in the Act) for the Company, against any losses, claims, damages, liabilities and expense Losses to which the Company or any other such indemnified person may become subject under the Act or any rule or regulation thereunder or otherwise to the extent that such Losses (including reasonable attorney feesi) resulting from are caused solely by any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement), or contained, on the Effective Date thereof, in any Registration Statement of which such Purchaser’s Registrable Securities were the subject, the prospectus contained therein, any amendment or supplement thereto, or (ii) arise out of or are based solely upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, 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 contained was made in any strict reliance upon and in strict conformity with information furnished in writing by such Purchaser to the Company specifically by such Purchaser, in writing, expressly for inclusion in such the Registration Statement or Prospectus or amendment or supplement thereto. In no event shall Statement; provided, however, that the aggregate liability of a any Purchaser shall not be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationobligation and provided, however, that this indemnity shall not apply if the Losses are the result of fraud, bad faith, gross negligence or willful misconduct of the Company. This indemnity shall not apply to amounts paid in settlement of any such Loss or related Action if such settlement is effected without the consent of such Purchaser.

Indemnification by the Purchasers. Each Purchaser agreesPurchaser, severally but not jointlyfor any Registration Statement in which it is named as a selling stockholder, agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, damages or liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, 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 Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement theretothereto and has not been corrected in a subsequent writing prior to the sale of the Registrable Securities thereunder; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of such Purchaser. In no event shall the liability of a any Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each In accordance with the terms and subject to the conditions of this Article VIII, each Purchaser agreesshall, severally but not jointlyjointly and severally, to indemnify and hold harmlessharmless the Seller and its Representatives for, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders from and each person who controls the Company (within the meaning of the Securities Act) against any lossesand all demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon or incurred by any such Person as a result of or in connection with (i) the breach or alleged breach by such Purchaser of any of their representations, warranties, covenants or agreements contained in this Agreement or (ii) the Businesses as conducted by the Target Companies or the Target Subsidiaries after the Closing Effective Time (except to the extent arising from any matter for which Purchasers are indemnified pursuant to clause (i) of Section 8.1), (iii) the debts, liabilities and expense obligations arising under the Senior Subordinated Note Indenture and any debt securities issued thereunder (including reasonable attorney feesincluding, without limitation the Senior Subordinated Notes) resulting from (other than any untrue statement debts, liabilities or alleged untrue statement obligations the existence of which gives rise to a material fact breach of the provisions of Section 4.14) and (iv) the liabilities of the Target Companies and the Target Subsidiaries that are specifically identified in Schedule 8.2, whether existing, occurring or any omission arising before or alleged omission after the Closing Effective Date (all such demands, claims, actions, causes of a material fact required action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided pursuant to be stated in this Section 8.2 being hereinafter collectively referred to as the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein "Seller Claims"); provided, however, that (A) in the case of any Prospectus or form of prospectus or supplement theretoSeller Claims identified in clause (i) above, in light the maximum liability of the circumstances under which they were made) not misleading, 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 Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.Purchasers

Indemnification by the Purchasers. Each Purchaser agrees, as a consequence of the inclusion of any of its Registrable Securities in a Registration Statement, severally but and not jointly, to (i) indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directorsdirectors (including any person who, officerswith his or her consent, employeesis named in the Registration Statement as a director nominee of the Company), stockholders its officers who sign the Registration Statement and each person Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damagesdamages or liabilities to which the Company or such other Persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or any Prospectus or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) , in the case of the Prospectus), not misleading, 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 contained was made in any reliance upon and 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. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser holder expressly for use therein, and (ii) reimburse the Company for any reasonable legal or other expenses incurred by the Company in connection with investigating or defending any such action or claim relating to this Section 2.6 and the amount of any damages as such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationexpenses are incurred.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the a Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretonot misleading, in light of the circumstances under in which they were made) not misleading, 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 Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense expenses paid by such Purchaser in connection with any claim relating to this Section 2.6 3 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the a Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser who is named in a Registration Statement as a selling stockholder agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, 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 Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement theretothereto and has not been corrected in a subsequent writing prior to the sale of the Registrable Securities thereunder; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of such Purchaser. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to shall indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directors, officers, agents and employees, stockholders and each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or to the extent based upon: (x) against the Purchaser's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any omission form of prospectus, or alleged in any amendment or supplement thereto or otherwise included in the Disclosure Package, or to the extent arising out of or to the extent based upon any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent that that, (1) such untrue statement statements or alleged untrue statement or omission or alleged omission is contained in any omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities (it being understood that such Purchaser has approved Annex B hereto for this purpose), or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by such Purchaser of an outdated or defective Prospectus after the Company specifically for inclusion has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Registration Statement Purchaser of the Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or amendment or supplement theretoomission giving rise to such Loss would have been corrected. In no event shall the liability of a any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser’s failure to comply with the prospectus delivery requirements of the 1933 Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchase in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in 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 Blue Sky Application or (2) such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Exhibit A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretonot misleading, in light of the circumstances under in which they were made) not misleading, 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 Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 3 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to shall indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directors, officers, agents and employees, stockholders and each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or to the extent based upon: (x) against the Purchaser's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any omission form of prospectus, or alleged in any amendment or supplement thereto or otherwise included in the Disclosure Package, or to the extent arising out of or to the extent based upon any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent that that, (1) such untrue statement statements or alleged untrue statement or omission or alleged omission is contained in any omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities (it being understood that such Purchaser has approved ANNEX B hereto for this purpose), or (2) in the case of an occurrence of an event of the type specified in SECTION 3(C)(II)-(VI), the use by such Purchaser of an outdated or defective Prospectus after the Company specifically for inclusion has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Registration Statement Purchaser of the Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or amendment or supplement theretoomission giving rise to such Loss would have been corrected. In no event shall the liability of a any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not and jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders shareholders and each person Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, judgments, amounts paid in settlement, liabilities and expense expenses (including including, without limitation, reasonable attorney attorneys’ fees) resulting from or which arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged statement or omission is contained in 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, and (ii) any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement, and will reimburse the Company, and its directors, officers, employees, shareholders or controlling Persons for any legal and other expenses reasonably incurred as such expenses are reasonably incurred by such Person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense expenses paid by such Purchaser in connection with any claim relating to this Section 2.6 6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) any untrue statement (or alleged untrue statement statement) or omission (or alleged omission) of a any material fact or contained in any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or Statement, any preliminary Prospectus or Final Prospectus, or any amendment or supplement thereto or necessary to make thereof and will reimburse the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleadingCompany, to the extent, but only to the extent that such untrue statement of material fact or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Final Prospectus, as applicable, or Prospectus or amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 2(c)(ii) or Section 3(g), to the extent related to the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the such Registration Statement or Final Prospectus, as applicable, giving rise to such indemnification obligation. The indemnity contained in this Section 6(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if settlement is effected without the prior written consent of such Purchaser (which consent shall not unreasonably be withheld).

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser’s failure to comply with the prospectus delivery requirements of the 1933 Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchase in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in 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 Blue Sky Application or (2)such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser's failure to comply with the prospectus delivery requirements of the Securities Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchase in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in 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 Blue Sky Application or (2)such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.

Indemnification by the Purchasers. Each Purchaser agreeswill indemnify, severally but not jointly, to indemnify defend and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors, each of its executive officers, employeesincluding such officers who sign the Registration Statement, stockholders and each person person, if any, who controls the Company (within the meaning of the Securities Act) , against any lossesLosses to which the Company, claimseach of its directors, damageseach of its executive officers, liabilities including such officers who sign the Registration Statement, or such controlling person may become subject, as incurred, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation insofar as such Losses arise out of or are based upon (i) any failure on the part of the Purchaser to comply with the covenants and expense agreements contained in Section 3.5 or 6.3 of this Agreement respecting the sale of the Registrable Securities or (including reasonable attorney feesii) resulting from any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement omission was made in the Registration Statement, the Prospectus, or omission or alleged omission is contained in 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. In no event shall , in reliance upon and in conformity with written information furnished to the liability of a Purchaser be greater in amount than the dollar amount Company by or on behalf of the proceeds Purchaser expressly for use therein (net of all expense paid by such Purchaser including without limitation the information set forth in connection with any claim relating to this Section 2.6 and the Registration Questionnaire). The amount of any damages payment by a Purchaser under this Section 6 in respect of any Losses resulting from or arising out of any indemnification or contribution claim shall in no event exceed the net proceeds to such Purchaser has otherwise been required to pay by reason as a result of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in Shares and the Warrant Shares pursuant to the Registration Statement giving rise to such indemnification obligationStatement.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, The Purchasers agree to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders officers and employees and each person Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) from and against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) Losses resulting from (i) any untrue statement or alleged untrue statement of a material fact in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any Prospectus contained therein or any amendment thereof or supplement thereto or any material incorporated by reference therein), or or (ii) any omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) made not misleadingmisleading or to provide full, true and plain disclosure of all material facts, to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser the Purchasers to the Company specifically for inclusion in such Registration Statement or Prospectus and relates solely to the Purchasers and has not been corrected in a subsequent writing prior to or amendment concurrently with the making of the purchase order for the Registrable Securities delivered to the Person asserting the claim. 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 inclusion in any Prospectus or supplement theretoRegistration Statement. In The Purchasers shall also indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided with respect to indemnification of the Company, provided that in no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid any indemnity under this subsection 6.2, when taken together with any contribution by such Purchaser in connection with any claim relating to this Section 2.6 and under subsection 6.4, exceed the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) net proceeds from the offering received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationPurchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointlyjointly with any other Purchaser, to indemnify indemnify, defend and hold harmless, to the fullest extent permitted by law, the CompanyCompany and its officers, its directors, officerspartners, employeesmanagers, stockholders representatives, brokers, equity holders, principals, managers, portfolio managers, trustees, predecessors, subsidiaries, attorneys, advisors, investment advisers, members, employees and agents, successors and assigns, and each person other person, if any, who controls the Company (such Purchaser or any Affiliate thereof within the meaning of the Securities Act) Act and each of their respective Affiliates, to the fullest extent permitted by applicable law, against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) all Losses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained made in reliance upon or in conformity with any information furnished in writing by such Purchaser to the Company specifically for inclusion use in such Registration Statement or Prospectus or amendment or supplement theretothereto and such information was reviewed and approved in writing by such Purchaser expressly for use in such Registration Statement or Prospectus (it being understood that the Purchaser has approved Annex A hereto for this purpose). In no event shall the aggregate liability of a Purchaser under this Section 2.6 be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim and all claims and obligations relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationobligations.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to The Purchasers shall indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors, officerseach of its officers who has signed a Registration Statement, employeeslegal counsel and accountants for the Company, stockholders and each person (if any) who controls the Company (within the meaning of the Securities Act and any underwriter (as defined in the Act) for the Company, against any losses, claims, damages, liabilities and expense Losses to which the Company or any other such indemnified person may become subject under the Act or any rule or regulation thereunder or otherwise to the extent that such Losses (including reasonable attorney feesor related actions) resulting from (i) are caused solely by any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement), or contained, on the Effective Date thereof, in any Registration Statement of which such Purchaser's Registrable Securities were the subject, the prospectus contained therein, any amendment or supplement thereto, or (ii) arise out of or are based solely upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, 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 contained was made in any reliance upon and in conformity with information furnished in writing by such Purchaser to the Company specifically by the respective Purchaser, in writing, expressly for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall any of the foregoing documents; provided, however, that the aggregate liability of a any Purchaser shall not be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. This indemnity shall not apply to amounts paid in settlement of any such Loss or related Action if such settlement is effected without the consent of such Purchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, any Free Writing Prospectus, or any amendment or supplement thereto or any omission or alleged omission of to state a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any preliminary Prospectus or form of prospectus final Prospectus or supplement theretoFree Writing Prospectus, in light of the circumstances under which they were made) not misleading, 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 Purchaser to the Company specifically for inclusion in such Registration Statement Statement, preliminary Prospectus or final Prospectus, Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each In connection with any registration pursuant to the terms of this Agreement, each Purchaser will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement(s) or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement Statement(s) of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement Statement(s) or Prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements Statement(s)s therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement Statement(s) or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement Statement(s) or Prospectus or amendment or supplement thereto. In no event shall the liability of a an Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 6 and the amount of any damages such Purchaser holder has otherwise been required to pay by reason of such untrue statement Statement(s) or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement Statement(s) giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, --------------------------------- severally but and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, harmless (i) the Company, its (ii) each Controlling Person of the Company and (iii) the respective officers, directors, officers, employees, stockholders representatives and each person who controls agents of the Company or any such Controlling Person (within the meaning of the Securities Actany such Person referred to in clause (i), (ii) or (iii), a "Company Indemnified Person") against any losses, claims, damagesdamages or -------------------------- liabilities, joint or several, to which such Company Indemnified Person may become subject, under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, 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 contained was made in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement Offering Memorandum, or Prospectus or any amendment or supplement thereto. In no event shall , in reliance upon and in conformity with written information furnished to the Company by such Purchaser expressly for use therein; and will reimburse the Company Indemnified Persons -104- for any legal and other expenses reasonably incurred by the Company Indemnified Persons in connection with investigating or defending any such actions or claims as such expenses are incurred; provided, however, that the liability of a any Purchaser be greater in amount than pursuant to this clause 15.2(b) shall not exceed the dollar amount of the net proceeds (net of all expense paid by that such Purchaser receives in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included or Exchange Notes pursuant to the Offering in the Registration Statement giving rise which such Offering Memorandum was delivered. The indemnity agreement set forth in this Section 15.2(b) shall be in addition to such indemnification obligationany liabilities that each Purchaser may otherwise have.

Indemnification by the Purchasers. Each Purchaser agrees, severally but and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, harmless (i) the Company, its (ii) each Controlling Person of the Company and (iii) the respective officers, directors, officers, employees, stockholders representatives and each person who controls agents of the Company or any such Controlling Person (within the meaning of the Securities Actany such Person referred to in clause (i), (ii) or (iii), a “Company Indemnified Person”) against any losses, claims, damagesdamages or liabilities, joint or several, to which such Company Indemnified Person may become subject, under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, 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 contained was made in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement Offering Memorandum, or Prospectus or any amendment or supplement thereto. In no event shall , in reliance upon and in conformity with written information furnished to the Company by such Purchaser expressly for use therein; and will reimburse the Company Indemnified Persons for any legal and other expenses reasonably incurred by the Company Indemnified Persons in connection with investigating or defending any such actions or claims as such expenses are incurred; provided, however, that the liability of a any Purchaser be greater in amount than pursuant to this clause 14.2(b) shall not exceed the dollar amount of the net proceeds (net of all expense paid by that such Purchaser receives in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included Notes or Exchange Notes pursuant to the Offering in the Registration Statement giving rise which such Offering Memorandum was delivered. The indemnity agreement set forth in this Section 14.2(b) shall be in addition to such indemnification obligationany liabilities that each Purchaser may otherwise have.

Indemnification by the Purchasers. Each Purchaser In connection with any registration pursuant to the terms of this Agreement, the Purchasers will furnish to the Company in writing such information as the Company reasonably requests concerning the Warrant Shares or the proposed manner of distribution for use in connection with the Registration Statement or prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, 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 Purchaser the Purchasers to the Company specifically for inclusion in such the Registration Statement or Prospectus prospectus or amendment or supplement thereto. In no event shall the liability aggregate liabilities of a Purchaser the Purchasers pursuant to this Section 7 be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 the Purchasers and the amount of any damages such Purchaser holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser the Purchasers upon the sale of the Registrable Securities Warrant Shares included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, harmless (i) the Company, its (ii) each Controlling Person of the Company and (iii) the respective officers, directors, officers, employees, stockholders representatives and each person who controls agents of the Company or any such Controlling Person (within the meaning of the Securities Actany such Person referred to in clause (i), (ii) or (iii), a “Company Indemnified Person”) against any losses, claims, damagesdamages or liabilities, joint or several, to which such Company Indemnified Person may become subject, under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, 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 contained was made in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement Offering Memorandum, or Prospectus or any amendment or supplement thereto. In no event shall , in reliance upon and in conformity with written information furnished to the Company by such Purchaser expressly for use therein; and will reimburse the Company Indemnified Persons for any legal and other expenses reasonably incurred by the Company Indemnified Persons in connection with investigating or defending any such actions or claims as such expenses are incurred; provided, however, that the liability of a any Purchaser be greater in amount than pursuant to this clause 13.2(b) shall not exceed the dollar amount of the net proceeds (net of all expense paid by that such Purchaser receives in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included Notes or Exchange Notes pursuant to the Offering in the Registration Statement giving rise which such Offering Memorandum was delivered. The indemnity agreement set forth in this Section 13.2(b) shall be in addition to such indemnification obligationany liabilities that each Purchaser may otherwise have.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser’s failure to comply with the prospectus delivery requirements of the 1933 Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchase in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in 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 Blue Sky Application or (2) such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Exhibit A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.

Indemnification by the Purchasers. Each In connection with any registration statement in which a Purchaser agreesis participating, severally but not jointly, each such Purchaser shall furnish to indemnify the Company in writing such information as is reasonably requested by the Company for use in any such registration statement or prospectus and hold harmlessshall indemnify, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders managing directors and officers and each person person, if any, who controls the Company (within the meaning of the Securities Act) Act of the jurisdiction selected by the Company for any registration under this Article 6, against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus or preliminary Prospectus or prospectus of any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such losses, claims, damages, liabilities or expenses are caused by an untrue statement or alleged untrue statement contained in or by an omission or alleged omission is contained in any from information so furnished in writing by such Purchaser in connection with the Demand Registration; provided that no such Purchaser shall be liable under this Section 6.8 for any amounts exceeding the product of (i) the offering price per share of Registrable Securities pursuant to the Company specifically for inclusion registration statement in which such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall Purchaser is participating, multiplied by (ii) the liability number of a Purchaser be greater in amount than the dollar amount shares of the proceeds (net of all expense paid Registrable Securities being sold by such Purchaser in connection with pursuant to such registration statement. If the offering pursuant to any claim relating to this Section 2.6 and the amount of any damages such registration is made through underwriters, each such Purchaser has otherwise been required agrees to pay enter into an underwriting agreement in customary form with such underwriters and to indemnify such underwriters, their officers and directors, if any, and each person who controls such underwriters within the meaning of the Securities Act of the jurisdiction selected by reason of such untrue statement or omission) received the Company for any registration under this Article 6 to the same extent as hereinabove provided with respect to indemnification by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationCompany.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser’s failure to comply with the prospectus delivery requirements of the Securities Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in 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 Blue Sky Application or (2) such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the a Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretonot misleading, in light of the circumstances under in which they were made) not misleading, 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 Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 3 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the a Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each In the event of any registration of any securities of the Company under the Securities Act pursuant to Section 1.1, each Purchaser agreesof Registrable Securities thereunder, severally but and not jointly, to will indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directorseach officer of the Company who signs the registration statement, officers, employees, stockholders each director of the Company and each other person who controls the Company (within the meaning of the Securities Act) , against any all losses, claims, damagesdamages or liabilities, joint or several, to which the Company or such officer, director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from arise solely out of or are based solely upon any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 1.1, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise solely out of or are based solely upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to and will reimburse the extentCompany and each such officer, but director, and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that such Purchaser will be liable hereunder in any such case if and only to the extent that any such untrue statement loss, claim, damage or alleged liability arises solely out of or is based solely upon an untrue statement or omission or alleged omission is contained made in any reliance upon and in conformity with information pertaining to such Purchaser, as such, furnished in writing to the Company by such Purchaser to the Company specifically and expressly for inclusion use in such Registration Statement registration statement or Prospectus or amendment or supplement thereto. In no event shall prospectus; provided further, however, that the liability of a each Purchaser hereunder shall be greater in amount than the dollar amount of limited to the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon from the sale of the Registrable Securities included in covered by such registration statement; and provided, however, that any such Purchaser shall not be liable for the Registration Statement giving rise to such indemnification obligationlegal expenses of more than one counsel for all of the indemnified persons hereunder.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, agents, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense expenses (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus or any amendment or supplement thereto to any of the foregoing or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) foregoing not misleading, 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 Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In Except to the extent that any such losses, claims, damages, liabilities or expenses are finally judicially determined to have resulted from a Purchaser’s fraud or willful misconduct, in no event shall the liability of a such Purchaser pursuant to this Section 4.7(b) be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the such Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser of the Purchasers agrees, severally but and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person Person who controls the Company (within the meaning of the Securities Act1000 Xxx) against any losses, claims, damages, liabilities and expense expenses (including reasonable attorney fees) resulting from directly attributable to (i) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information regarding such Purchaser and furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that such Prospectus is outdated or defective or (iii) such Purchaser’s failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required (and not exempted) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities. In no event shall the liability of a Purchaser the Purchasers be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser the Purchasers upon the sale of the Registrable Securities included in the such Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to The Purchasers shall indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors, officerseach of its officers who has signed a Registration Statement, employeeslegal counsel and accountants for the Company, stockholders and each person (if any) who controls the Company (within the meaning of the Securities Act and any underwriter (as defined in the Act) for the Company, against any losses, claims, damages, liabilities and expense Losses to which the Company or any other such indemnified person may become subject under the Act or any rule or regulation thereunder or otherwise to the extent that such Losses (including reasonable attorney feesor related actions) resulting from (i) are caused solely by any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement), or contained, on the Effective Date thereof, in any Registration Statement of which such Purchaser’s Registrable Securities were the subject, the prospectus contained therein, any amendment or supplement thereto, or (ii) arise out of or are based solely upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, 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 contained was made in any reliance upon and in conformity with information furnished in writing by such Purchaser to the Company specifically by the respective Purchaser, in writing, expressly for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall any of the foregoing documents; provided, however, that the aggregate liability of a any Purchaser shall not be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. This indemnity shall not apply to amounts paid in settlement of any such Loss or related Action if such settlement is effected without the consent of such Purchaser.