Common use of Indemnification by the Sellers Clause in Contracts

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof3.2, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.63.5) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and Company, each other person, if any, who controls the Company within the meaning of the Securities Act, each other selling shareholder in the offering, each Person who controls such other selling shareholder, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, thereto (including any related issuer free-writing prospectus) if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities supplement (or any other person, if any, who controls related issuer free-writing prospectus). Any such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall Notwithstanding the liability foregoing, the indemnity obligation of any selling holder each seller of Registrable Securities under pursuant to this Section 2.6(b3.5(b) shall be greater in limited to an amount than equal to the dollar amount of the total proceeds (before deducting underwriting discounts and commissions and expenses) received by such holder upon seller for the sale of the Registrable Securities giving rise to shares by such indemnification obligationseller in a registration hereunder.

Indemnification by the Sellers. The Company may requireEach holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a registration of the Company's securities, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors and officers, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the obligation to provide indemnification pursuant to this paragraph (b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided that such prospective seller shall not be liable to for in this paragraph (b) in connection with any person who participates as an underwriter in the offering or registration and sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case shall be limited to the extent that any total proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of holder from the sale of such Registrable Securities to such person if such statement or omission was corrected in such final prospectusSecurities. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event Such holders shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of same extent as provided above with respect to the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration of any Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3 hereof3.1 or 3.2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, to will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or related thereto, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; provided that and the seller will reimburse the Company and each such prospective seller shall not be liable to director, officer, employee, participating person and controlling person for any person who participates as an underwriter in the offering or sale of Registrable Securities legal or any other person, if any, who controls such underwriter within the meaning of the Securities Act, expenses reasonably incurred by them in any such case to the extent that connection with investigating or defending any such loss, claim, damageliability, liability (or action or proceeding proceeding, provided that the liability of each such seller will be in respect thereof) or expense arises out of such person's failure proportion to send or give a copy of the final prospectus, as the same may be then supplemented or amended, and limited to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such person if such statement or omission was corrected in such final prospectusregistration statement. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, participating person or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 2.7(a)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, and each director of the Company, each officer of the Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED, HOWEVER, that such prospective seller (A) the indemnifying party shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability statement or omission is completely corrected (or action or proceeding x) in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as in the same may be then supplemented case of a preliminary prospectus, or amended(y) in an amendment or supplement to a prospectus or prospectus supplement (PROVIDED, HOWEVER, that nothing in this clause (y) shall limit the indemnifying party's liability with respect to sales made prior to the person asserting receipt by the Company from the indemnifying party of written notice of such an untrue statement or alleged untrue statement or omission or alleged omission at or prior such an omission) and (B) the liability of such indemnifying party under this Section 2.7(b) shall be limited to the written confirmation amount of proceeds received by such indemnifying party in the sale of Registrable Securities offering giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationholder.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration of any Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3 hereof1.1 or 1.2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, to securities will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement in of a fact contained in, or any omission or alleged omission from to state a fact with respect to such seller required to be stated in, any registration statementstatement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or related thereto, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that and the seller will reimburse the Company and each such prospective seller shall not be liable to director, officer, employee, participating person and controlling person for any person who participates as an underwriter in the offering or sale of Registrable Securities legal or any other person, if any, who controls such underwriter within the meaning of the Securities Act, expenses reasonably incurred by them in any such case to the extent that connection with investigating or defending any such loss, claim, damageliability, liability (or action or proceeding proceeding, provided that the liability of each such seller will be in respect thereof) or expense arises out of such person's failure proportion to send or give a copy of the final prospectus, as the same may be then supplemented or amended, and limited to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such person if such statement or omission was corrected in such final prospectusregistration statement. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, participating person or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, require as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof1.1, or 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act8.1, the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus, summary prospectus or summary free writing prospectus (when taken together with the related prospectus) contained therein, offering circular, notification, pricing disclosure or like document, or any amendment or supplement theretoto any of the foregoing, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, free writing prospectus, amendment or supplement; provided that . The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such prospective seller shall not holders, the only information furnished or to be liable furnished to the Company for use in any person who participates as an underwriter in registration statement, preliminary prospectus, final prospectus, summary prospectus, free writing prospectus, offering circular, notification, pricing disclosure or like document relating to the offering or sale of Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (b) the name and address of such holder and its Affiliates. If any additional information about such holder or the plan of distribution (other person, if any, who controls such underwriter within the meaning of the Securities Act, than for an underwritten offering) is specifically required by law to be disclosed in any such case document, then such holder shall not unreasonably withhold its agreement referred to in the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out immediately preceding sentence of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusthis Section 8.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 8.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 8.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement (or prospectus, as applicable).

Indemnification by the Sellers. The Company may requireEach holder of Registrable Securities which are included or are to be included in the Shelf Registration Statement, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, severally and not jointly, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits Representatives, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities ActAct or the Exchange Act and each such controlling Person's Representatives (collectively, with the "Seller Indemnitees") against any Losses to which the Seller Indemnitees may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement and was not corrected in a subsequent writing prior to or concurrently with the sale of Registrable Securities to the Person asserting such Loss; provided, however, that the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided that for in this Section 7(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such prospective seller holder from the sale of such Registrable Securities. Such holders shall not be liable to any person also indemnify each other Person who participates (including as an underwriter underwriter) in the offering or sale of Registrable Securities or any Securities, their officers and directors and each other personPerson, if any, who controls any such underwriter participating Person within the meaning of the Securities Act, in any such case Act or the Exchange Act to the same extent that any such loss, claim, damage, liability (or action or proceeding in as provided above with respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior Seller Indemnitees. The indemnity in this paragraph (b) of Section 7 shall be in addition to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationmay otherwise have.

Indemnification by the Sellers. The Company may requireEach Seller agrees, as a condition to including consequence of the inclusion of any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesSeller’s shares of Purchaser Common Stock in the Mandatory Registration Statement, severally and not jointly, to (i) indemnify and hold harmless (in Purchaser, its directors, its officers who sign the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company Mandatory Registration Statement and each other person, if any, who controls the Company Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, with against any losses, claims, damages or liabilities to which Purchaser or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect to any thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained thereinthe Mandatory Registration Statement, or any amendment or supplement theretosupplement, if or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made Purchaser by or on behalf of such Seller, and (ii) reimburse Purchaser and such other persons for any underwriter, the Company legal or other expenses reasonably incurred by Purchaser in connection with investigating or defending any such director, officer action or controlling person and shall survive the transfer of claim as such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationexpenses are incurred.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofSections 7.1, 7.2 or 7.6 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act7.12(a), the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities ActAct or Xxxxxxx 00 xx xxx Xxxxxxxx Xxx) the Company, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 7.12(b) shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b7.12(b) shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof2.01 or 2.02, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.62.07(a)) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in in, or omission or alleged omission from from, such registration statement, any preliminary prospectus, final prospectus or summary final prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall any indemnity or contribution paid by any seller to the liability of any selling holder of Registrable Securities under Company pursuant to this Section 2.6(b) be greater in amount than the dollar amount of 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder upon of Registrable Securities shall agree to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the sale meaning of Section 15 of the Registrable Securities giving rise Act and Section 20 of the Exchange Act, with respect to such indemnification obligationinformation furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offering.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration of any Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3 hereof2.1 or 2.2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, to will, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement in of a fact contained in, or any omission or alleged omission from to state a fact with respect to such seller required to be stated in, any registration statementstatement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or related thereto, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that and such prospective seller shall not be liable to will reimburse the Company and each such director, officer, employee, participating person and controlling person for any person who participates as an underwriter in the offering or sale of Registrable Securities legal or any other person, if any, who controls such underwriter within the meaning of the Securities Act, expenses reasonably incurred by them in any such case to the extent that connection with investigating or defending any such loss, claim, damageliability, liability (or action or proceeding proceeding, provided that the liability of each such seller will be in respect thereof) or expense arises out of such person's failure proportion to send or give a copy of the final prospectus, as the same may be then supplemented or amended, and limited to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such person if such statement or omission was corrected in such final prospectusregistration statement. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, participating person or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofRegistration Statement, that the Company shall have received receive an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision subsection (a) of this Section 2.66) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors, each officer of the Company its officers, and each other person, if any, Person who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement theretoRegistration Statement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statementRegistration Statement. The prospective sellers' obligation to indemnify will be several, preliminary prospectusnot joint and several, final prospectus, summary prospectus, amendment or supplement; provided that among such prospective sellers and the liability of each such seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, shall be in any such case proportion to the extent that any net amount received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of seller from the sale of Registrable Securities pursuant to such person if Registration Statement. Notwithstanding the foregoing, the liability of any such statement or omission was corrected in seller shall not exceed an amount equal to the proceeds realized by each such final prospectusseller from the sale of Registrable Securities pursuant to such Registration Statement. Such This indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriterthe Company, the Company or any such directorits directors, officer officers or controlling person Persons, and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than by the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationseller thereof.

Indemnification by the Sellers. The Company may requireEach holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Demand Registration, Shelf Registration or a Piggyback Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors and officers, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the obligation to provide indemnification pursuant to this Section 8(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided that such prospective seller shall not be liable to for in this Section 8(b) in connection with any person who participates as an underwriter in the offering or registration and sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case shall be limited to the extent that any total proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of holder from the sale of such Registrable Securities to such person if such statement or omission was corrected in such final prospectusSecurities. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event Such holders shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of same extent as provided above with respect to the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by the Sellers. The Company may requireEach holder of Registrable Securities which are included or are to be included in the Shelf Registration Statement, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, severally and not jointly, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits Representatives, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities ActAct or the Exchange Act and each such controlling Person’s Representatives (collectively, with the “Seller Indemnitees”) against any Losses to which the Seller Indemnitees may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement and was not corrected in a subsequent writing prior to or concurrently with the sale of Registrable Securities to the Person asserting such Loss; provided, however, that the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided that for in this Section 7(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such prospective seller holder from the sale of such Registrable Securities. Such holders shall not be liable to any person also indemnify each other Person who participates (including as an underwriter underwriter) in the offering or sale of Registrable Securities or any Securities, their officers and directors and each other personPerson, if any, who controls any such underwriter participating Person within the meaning of the Securities Act, in any such case Act or the Exchange Act to the same extent that any such loss, claim, damage, liability (or action or proceeding in as provided above with respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior Seller Indemnitees. The indemnity in this paragraph (b) of Section 7 shall be in addition to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationmay otherwise have.

Indemnification by the Sellers. The Company may require, as a condition to including Each seller of any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofand each other Person who controls such seller, that within the Company shall have received an undertaking satisfactory to it from meaning of the prospective seller of such securitiesSecurities Act shall, to and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 3.3(a)) of this Section 2.6) the Issuer, and each underwriterdirector, each person who controls such underwriter within the meaning officer, employee and shareholder of the Securities Act, the Company, each director of the Company, each officer of the Company Issuer and each other person, if any, Person who controls the Company Issuer within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission from to state therein a material fact in any such registration statementRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company Issuer by or on behalf of such seller expressly specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED, HOWEVER, that (i) the liability of such prospective seller indemnifying party under this Section 3.3(b) shall be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability, and (ii) such indemnifying party shall not be liable to under this Section 3.3(b) for any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or liability, action or proceeding arising from, in respect thereof) connection with or expense arises out of relating to such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement of a material fact or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person state a material fact if such party provided the Issuer with information for inclusion in such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement that would have cured such untrue statement or alleged untrue statement of a material fact or omission was corrected or alleged omission to state a material fact, and the Issuer did not timely include such information in such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company Issuer or any such director, officer officer, employee, shareholder or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration of any Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3 hereof2.1 or 2.2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, to will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the CompanyCorporation, each director of the CompanyCorporation, each officer of the Company Corporation who shall sign such Registration Statement, and each other person, if any, who controls the Company Corporation or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, with respect to any statement Prospectus or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company Corporation by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the liability of each such prospective seller shall not be liable in proportion to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case and limited to the extent that any gross amount received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of seller from the sale of Registrable Securities pursuant to such person if such statement or omission was corrected Registration Statement; provided further that any Seller shall not be liable and indemnification shall not apply to amounts paid in such final prospectus. Such indemnity shall remain in full force and effect, regardless any settlement effected without the consent of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationthat Seller.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof1.1 or 2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act8.1, the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, with respect to any statement of a material fact or alleged statement of a material fact in or omission of a material fact or alleged omission of a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that supplement or “free writing prospectus”. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such prospective seller shall not holders, the only information furnished or to be liable furnished to the Company for use in any person who participates as an underwriter in registration statement or prospectus relating to the offering or sale of Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any “free writing prospectus” related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other personhand, if any, who controls (b) the beneficial ownership of shares of Common Stock by such underwriter within holder and its Affiliates and (c) the meaning name and address of such holder. If any additional information about such holder or the Securities Act, plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such case document, then such holder shall not unreasonably withhold its agreement referred to in the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out immediately preceding sentence of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusthis Section 8.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 8.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 8.2 shall be greater limited in amount than to the dollar net amount of the proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may requireEach holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner State Auto Financial, its directors and to the same extent as set forth in subdivision (a) of this Section 2.6) officers, and each underwriterother Person, each person if any, who controls such underwriter State Auto Financial within the meaning of the Securities Act, the Company, each against any Losses to which State Auto Financial or any such director of the Company, each or officer of the Company and each other person, if any, who controls the Company within the meaning of or controlling Person may become subject under the Securities ActAct or otherwise, with insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided however, that the obligation to provide indemnification pursuant to this Section 7.6(b) shall be several, and not joint and several, among such prospective seller shall not Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be liable recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this Section 7.6(b) in connection with any person who participates as an underwriter in the offering or registration and sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case shall be limited to the extent that any total proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of holder from the sale of such Registrable Securities to such person if such statement or omission was corrected in such final prospectusSecurities. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company State Auto Financial or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event Such holders shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of the Registrable Securities giving rise same extent as provided above with respect to such indemnification obligationState Auto Financial.

Indemnification by the Sellers. The Company may requireSellers shall, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofjointly and severally, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiessave, to defend, indemnify and hold harmless the Buyer and its Affiliates (including the Company) and the respective Representatives, successors and assigns of each of the foregoing from and against, and shall compensate and reimburse each of the foregoing for, any and all losses, damages, liabilities, deficiencies, claims, diminution of value, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other reasonable out-of-pocket expenses incurred in investigating, preparing or defending the same manner and to foregoing) (hereinafter collectively, “Losses”), asserted against, incurred, sustained or suffered by any of the same extent foregoing as set forth in subdivision a result of, arising out of or relating to: (a) any breach of any representation or warranty made by the Sellers contained in this Section 2.6Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby; (b) each underwriter, each person who controls such underwriter within any breach of any covenant or agreement by the meaning of the Securities ActSellers, the CompanyCompany or JS contained in this Agreement or any Ancillary Agreement or any schedule, each director of certificate or other document delivered pursuant hereto or thereto or in connection with the Company, each officer transactions contemplated hereby or thereby; (c) any Tax of the Company and each other person, if any, who controls or relating to the assets of the Company within the meaning of the Securities Act, with respect to for any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability period (or action or proceeding in respect portions thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at ending on or prior to the written confirmation Closing Date; (d) any Liability or obligation of any kind or nature of any of the sale of Registrable Securities to such person if such statement Sellers and/or JS, and any Liability or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless obligation of any investigation made kind or nature of the Business as conducted by the Sellers related to any period prior to the Closing, and any Liability or on behalf claim by any Person that such Person is entitled to any equity or other interest in the Company, the Sellers and/or any of the proceeds of the transactions contemplated hereby to be paid to the Sellers; and (e) any underwriterTransaction Expenses of the Sellers or JS charged to the Buyer, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationtheir Affiliates.

Indemnification by the Sellers. The Company Partnership may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof1.1 or 2, that the Company Partnership shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act8.1, the CompanyPartnership, each director of the CompanyManaging General Partner, each officer of the Company Managing General Partners’ directors, officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Partnership, with respect to any statement of a material fact or alleged statement of a material fact in or omission of a material fact or alleged omission of a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company Partnership by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that supplement or free writing prospectus. The Partnership and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such prospective seller shall not holders, the only information furnished or to be liable furnished to the Partnership for use in any person who participates as an underwriter in registration statement or prospectus relating to the offering or sale of Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any free writing prospectus related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Partnership, on the other personhand, if any, who controls (b) the beneficial ownership of Partnership Securities by such underwriter within holder and its Affiliates and (c) the meaning name and address of such holder. If any additional information about such holder or the Securities Act, plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such case document, then such holder shall not unreasonably withhold its agreement referred to in the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out immediately preceding sentence of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusthis Section 8.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company Partnership or any such director, officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 8.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 8.2 shall be greater limited in amount than to the dollar net amount of the proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a ------------------------------ condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofsection 2.3, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subdivision subsection (a) of this Section 2.6section 2.7) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final 18 prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that . Any such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event The indemnity agreement provided for in this section 2.7(b) shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (ii) the beneficial ownership of shares of Common Stock by such holders and its Affiliates,(iii) the name and address of such holder and (iv) solely in offerings that are underwritten offerings, the method or methods of distribution of such holders. The indemnity provided for under this Section 2.6(bsection 2.7(b) shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company Partnership may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof1.1 or 2, that the Company Partnership shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally and not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act7.1, the CompanyPartnership, each director of the CompanyCVR GP, each officer of the Company LLC and its directors, officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Partnership, with respect to any statement of a material fact or alleged statement of a material fact in or omission of a material fact or alleged omission of a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company Partnership by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that supplement or free writing prospectus. The Partnership and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such prospective seller shall not holders, the only information furnished or to be liable furnished to the Partnership for use in any person who participates as an underwriter in registration statement or prospectus relating to the offering or sale of Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any free writing prospectus related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Partnership, on the other personhand, if any, who controls (b) the beneficial ownership of Partnership Securities by such underwriter within holder and its Affiliates and (c) the meaning name and address of such holder. If any additional information about such holder or the Securities Act, plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such case document, then such holder shall not unreasonably withhold its agreement referred to in the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out immediately preceding sentence of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusthis Section 7.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company Partnership or any such director, officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 7.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 7.2 shall be greater limited in amount than to the dollar net amount of the proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration of any Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3 hereof1.1 or Section 1.2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, to securities will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aseverally but not jointly) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise (including, but not limited to, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement in of a fact contained in, or any omission or alleged omission from to state a fact with respect to such seller required to be stated in, any registration statementstatement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or related thereto, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that and the seller will reimburse the Company and each such prospective seller shall not be liable to director, officer, employee, participating person and controlling person for any person who participates as an underwriter in the offering or sale of Registrable Securities legal or any other person, if any, who controls such underwriter within the meaning of the Securities Act, expenses reasonably incurred by them in any such case to the extent that connection with investigating or defending any such loss, claim, damageliability, liability (or action or proceeding proceeding; provided that the liability of each such seller will be in respect thereof) or expense arises out of such person's failure proportion to send or give a copy of the final prospectus, as the same may be then supplemented or amended, and limited to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such person if such statement or omission was corrected in such final prospectusregistration statement. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, participating person or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.61.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, and each director of the Companydirector, each officer officer, employee and shareholder of the Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission from to state therein a material fact in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED, HOWEVER, that the liability of such prospective seller indemnifying party under this Section 1.6(b) shall not be liable limited to any person who participates as an underwriter the amount of proceeds received by such indemnifying party in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, employee, shareholder or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, and each director of the Company, each officer of the Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities ActAct or the Applicable Canadian Securities Laws, with and their respective directors, officers, partners, employees and affiliates, against any losses, claims, damages or liabilities, joint or several, to which such person may become subject under the Securities Act or the Applicable Canadian Securities Laws or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act or omission or alleged omission from such registration statementthe Applicable Canadian Securities Laws, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or any omission or alleged omission was to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made in reliance upon not misleading, and in strict conformity with written information furnished to the Company by reimburse such seller expressly person for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities legal or any other person, if any, who controls such underwriter within the meaning of the Securities Act, expenses reasonably incurred by them in connection with investigating or defending any such case loss, claim, liability, action or proceeding; but only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting is based upon an untrue statement or alleged untrue statement or omission or alleged omission at made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or prior supplement in reliance upon and in conformity with written information furnished to the written confirmation Company through an instrument duly executed by or on behalf of such seller, specifically stating that it is for use in the sale preparation thereof; provided, however, that the liability of Registrable Securities such indemnifying party under this Section 1.7(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may requireEach holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors and officers, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation thereof; provided, however, that the obligation to provide indemnification pursuant to this Section 7(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided that such prospective seller shall not be liable to for in this Section 7(b) in connection with any person who participates as an underwriter in the offering or registration and sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case shall be limited to the extent that any total proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of holder from the sale of such Registrable Securities to such person if such statement or omission was corrected in such final prospectusSecurities. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event Such holders shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of same extent as provided above with respect to the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by the Sellers. The Company may requireEach Holder whose Registrable Securities are included or are to be included in any registration statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors and officers, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 7(b) shall be several, and not joint and several, among such prospective seller shall not be liable to any person who participates as an underwriter in Indemnifying Parties on the offering or sale basis of the number of Registrable Securities or any other person, if any, who controls of each such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected Indemnifying Party included in such final prospectusregistration statement; PROVIDED FURTHER, HOWEVER, that in no event shall any indemnity by a Holder under this SECTION 7(b) exceed the net proceeds from the offering received by such Holder. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event Such Holders shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of same extent as provided above with respect to the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration of any Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3 hereof3.1, that the Company shall have received an undertaking satisfactory to it from 3.2 or 3.4(d), each of the prospective seller sellers of such securities, to will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, with respect to any statement Prospectus or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the liability of each such prospective seller shall not be liable in proportion to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case and limited to the extent that net amount received by such seller (after deducting any such loss, claim, damage, liability (or action or proceeding in respect thereofunderwriting discount and expenses) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of from the sale of Registrable Securities pursuant to such person if such statement or omission was corrected in such final prospectusRegistration Statement. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, employee, participating person or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationperson.

Indemnification by the Sellers. The Company may requireEach holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner State Auto Financial, its directors and to the same extent as set forth in subdivision (a) of this Section 2.6) officers, and each underwriterother Person, each person if any, who controls such underwriter State Auto Financial within the meaning of the Securities Act, the Company, each against any Losses to which State Auto Financial or any such director of the Company, each or officer of the Company and each other person, if any, who controls the Company within the meaning of or controlling Person may become subject under the Securities ActAct or otherwise, with insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED however, that the obligation to provide indemnification pursuant to this SECTION 7.6(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided that such prospective seller shall not be liable to for in this SECTION 7.6(B) in connection with any person who participates as an underwriter in the offering or registration and sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case shall be limited to the extent that any total proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of holder from the sale of such Registrable Securities to such person if such statement or omission was corrected in such final prospectusSecurities. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company State Auto Financial or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event Such holders shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of the Registrable Securities giving rise same extent as provided above with respect to such indemnification obligationState Auto Financial.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofParagraph 1 or 2, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (athis Paragraph 7(b)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act and each underwriter participating in any distribution being made pursuant to such registration statement, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement theretoRegistration Document, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statementRegistration Document. Notwithstanding the foregoing, preliminary prospectusin no event shall any selling stockholder or any director, final prospectusofficer, summary prospectusemployee, amendment agent, investment advisor or supplement; provided that such prospective seller shall not controlling person thereof be liable to any person who participates as indemnify the Company pursuant to this Paragraph 7(b) in an underwriter amount in excess of the offering or sale amount of the net proceeds of the Registrable Securities sold by him, her or any other person, if any, who controls such underwriter within the meaning of the Securities Act, it in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusoffering. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or of any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In The Company shall use its best efforts to ensure that no event underwriter shall the liability of require any selling holder of Registrable Securities under to provide any indemnification other than that provided hereinabove in this Section 2.6(b) be greater in amount than Paragraph 7(b), and, if, despite the dollar amount Company’s best efforts, an underwriter requires any holder of the proceeds received by Registrable Securities to provide additional indemnification, such holder upon may elect not to participate in such underwritten offering (but shall not have any claim against the sale Company as a result of the Registrable Securities giving rise to such indemnification obligationelection).

Indemnification by the Sellers. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, Registrable Securities to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 2.5(a)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, Company and each director of the Company, each officer of the Company who signs the registration statement and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, with respect to any statement or alleged untrue statement of a material fact in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that the liability of such prospective seller indemnifying party under this Section 2.5(b) shall not be liable limited to any person who participates as an underwriter the amount of proceeds received by such indemnifying party in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or officer, employee, shareholder, controlling person and or other Person. Such indemnity shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including Each seller of any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofand each other Person who controls such seller, that within the Company shall have received an undertaking satisfactory to it from meaning of the prospective seller of such securitiesSecurities Act shall, to and hereby does, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 2.9(a)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company Issuer and each other person, if any, Person who controls the Company within the meaning of the Securities ActIssuer, and their respective directors, officers, partners, shareholders, employees, representatives, agents, Affiliates or controlling Persons, with respect to (i) any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission from to state therein a material fact in any such registration statement, any preliminary prospectusPreliminary Prospectus, final prospectus Prospectus or summary prospectus Prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company Issuer by or on behalf of such seller seller, expressly for use in therein, unless prior to the preparation printing of such registration statement, preliminary prospectusPreliminary Prospectus, final prospectusProspectus, summary prospectusProspectus, amendment or supplement the Issuer was furnished information which corrected or made not misleading the previously furnished information and the Issuer failed to incorporate such additional information into the registration statement and Prospectus amendment or supplement, and (ii) the use of any prospectus after such time as the Issuer has advised such indemnified party in writing that the filing of a post-effective amendment or supplement thereto is required, except for the use of the Prospectus as so amended or supplemented, or the use of any Prospectus after such time as the obligation of the Issuer to keep the same current and effective has expired; provided provided, however, that the liability of such prospective seller indemnifying party under this Section 2.9(b) shall not be liable limited to any person who participates as an underwriter the amount of net proceeds received by such indemnifying party in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company Issuer or any such director, officer officer, partner, shareholder, employee, representative, agent, Affiliate or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under The reimbursements required by this Section 2.6(b2.9(b) will be greater in amount than made by periodic payments during the dollar amount course of the proceeds investigation or defense, as and when bills are received by such holder upon the sale or expenses incurred and reasonable documentation of the Registrable Securities giving rise same is provided to such indemnification obligationthe indemnifying party.

Indemnification by the Sellers. The Company may require, as As a condition to ------------------------------ including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.61.5) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, and each director of the Companydirector, each officer officer, employee and shareholder of the Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission from to state therein a material fact in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that the liability of such prospective seller indemnifying party under this -------- ------- Section 1.5(b) shall not be liable limited to any person who participates as an underwriter the amount of proceeds received by such indemnifying party in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, employee, shareholder or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and Subject to the same extent as set forth provisions of this ARTICLE X, and subject to, and without duplication of, ARTICLE VIII, from and after the Closing, the Sellers shall indemnify Purchaser, Parent, their respective Affiliates and their respective officers, directors, attorneys, accountants, representatives and agents (the “Purchaser Indemnified Parties”) for all losses, liabilities, environmental liabilities, Taxes, damages, costs, environmental investigation or cleanup costs, interest, awards, judgments, penalties and expenses, including reasonable attorneys’ and accountants’ fees and expenses whether incurred in subdivision connection with a direct claim or a Third Party Claim (hereinafter individually a “Loss” and collectively “Losses”) that any Purchaser Indemnified Party may suffer, sustain or incur and that result from, arise out of, relate to, or are caused by, any of the following: (a) any breach or inaccuracy of this Section 2.6any representation or warranty of any Acquired Company or the Sellers (disregarding all materiality or Acquired Company Material Adverse Effect qualifications for purposes of calculating the applicable Losses, but not for purposes of determining whether there has been a breach or inaccuracy of any such representation or warranty) each underwriter, each person who controls such underwriter within the meaning contained in ARTICLE III or ARTICLE IV or in any certificates delivered by any of the Securities ActAcquired Companies or any of the Sellers pursuant to ARTICLE IX, other than the Acquired Company Fundamental Representations, the Company, each director Seller Fundamental Representations and the Special Customer Contracts Representations; (b) any breach or inaccuracy of any of the CompanyAcquired Company Fundamental Representations or the Seller Fundamental Representations (disregarding all materiality or Acquired Company Material Adverse Effect qualifications for purposes of calculating the applicable Losses, each officer but not for purposes of determining whether there has been a breach or inaccuracy of any such representation or warranty); (c) any breach or inaccuracy of any of the Special Customer Contracts Representations; (d) any failure by any of the Acquired Companies or any of the Sellers (as of or prior to the Closing) to perform or comply with any covenant or agreement contained in this Agreement that is applicable to any such Acquired Company and each other personor Seller; (e) the excess, if any, who controls the Company within the meaning of the Securities ActClosing Payoff Indebtedness over the Estimated Payoff Indebtedness, with respect but only if and to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, the extent that all or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation portion of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall excess is not be liable recovered by Purchaser pursuant to any person who participates as an underwriter in Section 2.3(f); (f) the offering or sale of Registrable Securities or any other personexcess, if any, who controls such underwriter within the meaning of the Securities ActClosing Transaction Expenses over the Estimated Transaction Expenses, in any such case but only if and to the extent that all or any portion of such lossexcess is not recovered by Purchaser pursuant to Section 2.3(f); and (g) any claim by any current, claimformer or purported holder of any equity interests or securities of any of the Acquired Companies involving (A) the allocation of the Initial Purchase Price, damagethe Final Purchase Price or any other amounts payable pursuant to this Agreement, liability (B) any allegation or claim relating to any breach of fiduciary duties by any of the Acquired Companies or their respective directors, managers or officers in connection with the transactions contemplated by this Agreement, including the negotiation and approval of the terms hereof, or (C) any action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy omission of the final prospectusEquityholders’ Representative in its capacity as such or the appointment, as compensation or reimbursement thereof in connection with the same may be then supplemented transactions contemplated by the Escrow Agreement or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationAgreement.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed pursuant to Section 2.3 hereof2.1 hereof and as a condition to indemnifying such sellers pursuant to this Section 2.5, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of each Participating Holder included in any such securities, offering regarding its agreement to indemnify and hold harmless and reimburse (in the same manner and to the same extent as set forth in subdivision paragraph (a) of this Section 2.62.5) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director director, officer, employee and agent of the Company, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with from and against any Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission from any Registration Statement pursuant to which securities of such registration statementHolder are registered under the Securities Act (including all documents incorporated therein by reference), any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission from such Registration Statement, preliminary prospectus, final prospectus or summary prospectus, or any amendment or supplement thereto required to be stated therein or necessary to make the statements therein not misleading, if (but only if) such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly Participating Holder specifically for use in inclusion therein; PROVIDED, HOWEVER, that such Participating Holder shall not be obligated to provide such indemnity to the preparation extent that such Losses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement or to deliver timely any such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement based on corrected or supplemental information provided in writing by such Participating Holder to the Company expressly for such purpose; provided and PROVIDED FURTHER, that the obligation to provide indemnification pursuant to this Section 2.5(b) shall be several, and not joint and several, among such prospective seller indemnifying parties. Notwithstanding anything in this Section 2.5(b) to the contrary, in no event shall not the liability of any Participating Holder under such indemnity be liable to any person who participates as an underwriter greater in amount than the amount of the proceeds received by such Participating Holder upon the sale of its Registrable Securities in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within to which the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusLosses relate. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, employee, agent or participating or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationParticipating Holder.

Indemnification by the Sellers. The Company may require, as ------------------------------ a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofsection 2.3, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify severally, not jointly and severally, and hold harmless (in the same manner and to the same extent as set forth in subdivision subsection (a) of this Section section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by the prospective seller of the Registrable Securities through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that . Any such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event The indemnity agreement provided for in this section 2.6(b) shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holders and its Affiliates, (ii) the name and address of such holder and (iii) the method or methods of distribution of such holders. The indemnity provided for under this Section section 2.6(b) shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a condition to including In connection with any Registrable Securities in any ------------------------------ registration statement filed by the Company pursuant to Section 2.3 hereof3 hereof in which a Holder has registered for sale Registrable Shares, that each such Holder or seller of Registrable Shares, severally and not jointly, shall, and hereby agrees to, indemnify and hold harmless the Company shall have received and each of its directors, officers, employees and agents, each other Person, if any, who participates as an undertaking satisfactory to it from underwriter in the prospective seller offering or sale of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning Company, any such underwriter and each other seller and such underwriter's or other seller's directors, officers, stockholders, partners, employees, agents and affiliates (each a "Holder Indemnitee"), ----------------- against all Losses insofar as such Losses arise out of the Securities Act, with respect to or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents (or any document incorporated by reference therein) or any omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus to state therein a material fact required to be stated therein or summary prospectus contained therein, or any amendment or supplement theretonecessary to make the statements therein in the light of circumstances in which they were made not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such Holder or seller of Registrable Shares specifically stating that it is expressly for use in therein; provided, however, that the preparation liability of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that -------- ------- indemnifying party under this Section 9(b) shall be limited to the amount of the net proceeds received by such prospective seller shall not be liable to any person who participates as an underwriter indemnifying party in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Holder Indemnitee and shall survive the transfer of such securities the Registrable Shares by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof2.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and Company, each other person, if any, who controls the Company within the meaning of the Securities Act, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that . Any such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall Notwithstanding the liability foregoing, the indemnity obligation of any selling holder each seller of Registrable Securities under pursuant to this Section 2.6(b) shall be greater in limited to an amount than equal to the dollar amount of the total proceeds (before deducting underwriting discounts and commissions and expenses) received by such holder upon seller from the underwriters for the sale of the Registrable Securities giving rise to shares by such indemnification obligationseller in a registration hereunder.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofsection 2.3, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6section 2.7) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that . Any such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event The indemnity agreement contained in the section 2.7(b) shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (ii) the beneficial ownership of shares of Common Stock by such holders and its Affiliates and (iii) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence. The indemnity provided under this Section 2.6(bsection 2.7(b) shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a condition to including Each seller of any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofand each other Person who controls such seller, that within the Company shall have received an undertaking satisfactory to it from meaning of the prospective seller of such securitiesSecurities Act shall, to and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 1.4(a)) Gateway, and each director, officer, employee and stockholder of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company Gateway and each other person, if any, Person who controls the Company Gateway within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission from to state therein a material fact in any such registration statementRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, but only if and to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company Gateway by or on behalf of such seller expressly specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that (i) the liability of such prospective seller indemnifying party under this Section 1.4(b) shall be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability, and (ii) such indemnifying party shall not be liable to under this Section 1.4(b) for any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or liability, action or proceeding arising from, in respect thereof) connection with or expense arises out of relating to such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement of a material fact or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person state a material fact if such party provided Gateway with information for inclusion in such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement that would have cured such untrue statement or alleged untrue statement of a material fact or omission was corrected or alleged omission to state a material fact, and Gateway did not timely include such information in such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company Gateway or any such director, officer officer, employee, stockholder or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may requireEach Beneficiary holding Registrable Shares which are included or are to be included in any Shelf Registration Statement or any registration statement filed in connection with a Piggyback Registration, as a condition to including any Registrable Securities Shares in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors and officers, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, or settlement of any litigation, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information prepared and furnished to the Company by or on behalf of such seller Beneficiary expressly for use in such use; and such Beneficiary will reimburse the preparation of Company and each such registration statementdirector, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to officer and controlling Person for any person who participates as an underwriter in the offering or sale of Registrable Securities legal or any other person, if any, who controls such underwriter within the meaning of the Securities Act, expenses reasonably incurred by them in connection with investigating or defending any such case Losses; PROVIDED, HOWEVER, that the obligation to indemnify will be individual (and not joint and several) to each Beneficiary and will be limited to the extent that any net amount of proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of holder from the sale of Registrable Securities Shares pursuant to such person if such statement or omission was corrected in such final prospectusregistration statement. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such directorother person asserting the right to be indemnified, officer or controlling person and shall survive the transfer of such securities Registrable Shares by such sellerBeneficiary. In no event Each Beneficiary shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Shares, their officers and directors, employees, agents and partners, and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of same extent as provided above with respect to the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofsection 9.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6section 9.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and strictly in strict conformity with written information (which information shall be limited to a brief description of the seller, its holdings of the Registrable Securities to be sold and its plan of distribution therefor) furnished to the Company by such seller expressly in an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event Such seller shall agree to provide for such contribution relating to such indemnity as shall be reasonably requested by the liability Company or the underwriters, provided that such seller shall not be required to make any contribution unless it is at fault under the standards set forth in the first sentence of any selling holder this section 9.6(b). The indemnity and contribution provided by each seller of Registrable Securities securities under this Section 2.6(bsection 9.6(b) shall be greater provided severally and not jointly or jointly and severally with any other seller or prospective seller of securities and shall be limited in amount than to the dollar net amount of the proceeds received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may requireEach Holder whose Registrable Securities are included or are to be included in any registration statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors and officers, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 7(b) shall be several, and not joint and several, among such prospective seller shall not be liable to any person who participates as an underwriter in Indemnifying Parties on the offering or sale basis of the number of Registrable Securities or any other person, if any, who controls of each such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected Indemnifying Party included in such final prospectusregistration statement. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event Such Holders shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of same extent as provided above with respect to the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, 1 or 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act8.1, the Company, each director of the Companyits directors and officers, each officer of the Company any underwriter and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the foregoing Persons with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, any underwriter or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 8.2 shall the liability not apply to amounts paid in settlement of any selling such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The Company and the Stockholders hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 8.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a condition to In consideration of the Company’s including any Registrable Securities in any registration statement Registration Statement filed pursuant to in accordance with Section 2.3 hereof2 or 3, that the Company shall have received an undertaking satisfactory to it from the each prospective seller selling Holder (each, a “Holder Indemnitor”) of such securities, Registrable Securities and any underwriter shall be deemed to have agreed severally to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 6(A)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and its directors, officers, employees, managers, attorneys, investment advisors and agents and each other person, if any, who controls person controlling the Company within the meaning of the Securities Act (each, a “Company Indemnitee”) against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with such Holder Indemnitor’s consent, which consent shall not be unreasonably withheld) to which the Company Indemnitees may become subject under the Securities Act, with common law or ‘otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect to thereof) arise solely out of or are based solely upon any statement or alleged statement in or omission or alleged omission from such registration statementRegistration Statement, any preliminary prospectuspreliminary, final prospectus or summary prospectus Prospectus contained therein, or any amendment or supplement theretosupplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company or its representatives by or on behalf of such seller expressly selling Holder or underwriter specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus, Prospectus or amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such directorof its directors, officer officers or controlling person and Persons; provided that each Holder Indemnitor’s liability under this Section 6(B) shall survive be limited to an amount equal to the transfer of such securities net proceeds (after deducting the underwriting discount) received by such seller. In no event shall Holder Indemnitor from the liability of any selling holder sale of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the any offering. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to such indemnification obligationbe bound by the provisions of this Agreement (including Section 6) applicable to it.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofRegistration Statement, that the Company shall have received receive an undertaking satisfactory to it from the prospective seller seller(s) of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 6(a)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors, each officer of the Company its officers, and each other person, if any, Person who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement theretoRegistration Statement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company in writing by such seller expressly for use inclusion in the preparation Registration Statement. If applicable, the prospective sellers' obligation to indemnify will be several, not joint and several, among such sellers. In no event shall the liability of any seller hereunder or under any underwriting agreement be greater in amount than net proceeds received by such seller upon the sale of the Registrable Securities (before deducting expenses) giving rise to such indemnification obligation. The Company shall also be entitled to receive indemnities from underwriters, selling brokers, dealer mangers, and similar securities industry professionals participating in the distribution, asset forth in the underwriting agreement governing such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such This indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriterthe Company, the Company or any such directorits directors, officer officers or controlling person Persons, and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than by the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationseller thereof.

Indemnification by the Sellers. The Company may requireEach holder of Registrable ------------------------------ Securities which are included or are to be included in any registration statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors and officers, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that -------- ------- the obligation to provide indemnification pursuant to this Section 5(b) shall be ------------ several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided that such prospective seller shall not be liable to for in this Section 5(b) in ------------ connection with any person who participates as an underwriter in the offering or registration and sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case shall be limited to the extent that any total proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of holder from the sale of such Registrable Securities to such person if such statement or omission was corrected in such final prospectusSecurities. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event Such holders shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of same extent as provided above with respect to the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by the Sellers. The Company may requireEach holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Piggyback Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner Issuer, its managers and to the same extent as set forth in subdivision (a) of this Section 2.6) officers, and each underwriterother Person, each person if any, who controls such underwriter the Issuer within the meaning of the Securities Act, against any Losses to which the Company, each director of the Company, each Issuer or any such manager or officer of the Company and each other person, if any, who controls the Company within the meaning of or controlling Person may become subject under the Securities ActAct or otherwise, with insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company Issuer through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED that the obligation to provide indemnification pursuant to this Section 6.02 shall be several, and not joint and several, among such Indemnifying Parties and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided that such prospective seller shall not be liable to for in this Section 6.02 in connection with any person who participates as an underwriter in the offering or registration and sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case shall be limited to the extent that any total proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of holder from the sale of such Registrable Securities to such person if such statement or omission was corrected in such final prospectusSecurities. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company Issuer or any such directormanager, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event Such holders shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and managers and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of same extent as provided above with respect to the Registrable Securities giving rise to such indemnification obligationIssuer.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration of any Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3 hereof2.1 or 2.2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, to will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, and each other personPerson, if any, who controls the Company or any such participating Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating Person or controlling Person may become subject under the Securities Act or otherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, with respect to any statement Prospectus or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller in such seller’s capacity as a selling Holder expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the liability of each such prospective seller shall not be liable in proportion to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case and limited to the extent that net amount received by such seller (after deducting any such loss, claim, damage, liability (or action or proceeding in respect thereofunderwriting discount and expenses) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of from the sale of Registrable Securities pursuant to such person if Registration Statement. The Company and the Continuing Stockholders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such statement Continuing Stockholders, the only information furnished or omission was corrected to be furnished to the Company by such Continuing Stockholders in their capacity as selling Holders for use in any Registration Statement or Prospectus, preliminary prospectus, amendment or supplement relating to the Registrable Securities are statements specifically relating to (i) transactions between such final prospectusContinuing Stockholder and the Company, (ii) the beneficial ownership of shares of Common Stock by such Continuing Stockholder and (iii) the name and address of such Continuing Stockholder. If any additional information about such Continuing Stockholder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such Continuing Stockholder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 2.6(b). Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company such seller or any such director, officer officer, employee, participating Person or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including any Each seller of Registrable Securities included in any registration statement filed pursuant to Section 2.3 hereof, that the Company 1 or 2 shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act9.1, the Company, each director of the Company, each officer of the Company its directors and officers and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the Company with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 9.2 shall the liability not apply to amounts paid in settlement of any selling such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (b) the name and address of such holder and (c) other information with respect to such holder as required by law. The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 9.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof1 or 2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriterharmless, each person who controls such underwriter within the meaning of the Securities Actseverally, not jointly, the Company, each director of the Companyits directors, each officer of the Company officers, partners, employees, agents and Affiliates and each other personPerson, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company against any and all loss, liability, claim, damage or expense (or any action or proceeding in respect thereof) described in Section 7.1 but only with respect to any untrue statement or alleged statement in or omission or alleged untrue statement omission from made in such registration statementstatement (or any amendment thereto), including the Rule 430A Information and the 434 Information, if applicable, or any preliminary prospectus, final prospectus or summary supplement prospectus contained therein, in such registration statement or used in connection with the offering of securities covered thereby (or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made ) in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statementstatement (or any amendment thereto), including the Rule 430A Information and the 434 Information, if applicable, or any preliminary prospectus, final prospectus, summary prospectus, prospectus or supplement prospectus contained in such registration statement or used in connection with the offering of securities covered thereby (or any amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectussupplement thereto). Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 7.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, liability, claim, damage, expense, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 7.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company Parent shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 4.1) of this Section 2.6) each underwriterParent, each person director and officer of Parent, and each other Person, if any, who participates as an underwriter in the offering or sale of such Registrable Securities and each other Person who controls Parent or any such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of against any Losses (or actions or proceedings in respect thereof) to which Parent or any such underwriter may become subject under the Securities ActAct or otherwise, with insofar as such Losses (or actions or proceedings in respect to thereof) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact therein required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company Parent by or on behalf of such seller Holder expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company Parent or any such director, officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such sellerHolder. In no event shall the liability of will any selling holder of Registrable Securities under this Section 2.6(b) Holder be greater liable for amounts in amount than the dollar amount excess of the net proceeds received by such holder upon from the sale of the its Registrable Securities giving rise to such indemnification obligationin the subject offering.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof1.1, 1.2 or 2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act8.1, the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the Company with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that . The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such prospective seller shall not holders, the only information furnished or to be liable furnished to the Company for use in any person who participates as an underwriter in registration statement or prospectus relating to the offering or sale of Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other personhand, if any, who controls (b) the beneficial ownership of shares of Common Stock by such underwriter within holder and its Affiliates and (c) the meaning name and address of such holder. If any additional information about such holder or the Securities Act, plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such case document, then such holder shall not unreasonably withhold its agreement referred to in the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out immediately preceding sentence of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusthis Section 8.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 8.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld, conditioned or delayed). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 8.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, require as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofSections 1.1, 1.2 or 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act8.1, the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus, summary prospectus or summary free writing prospectus (when taken together with the related prospectus) contained therein, offering circular, notification, pricing disclosure or like document, or any amendment or supplement theretoto any of the foregoing, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, free writing prospectus, amendment or supplement; provided that . The Company and the holders of the Registrable Securities in their capacities as shareholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such prospective seller shall not holders, the only information furnished or to be liable furnished to the Company for use in any person who participates as an underwriter in registration statement, preliminary prospectus, final prospectus, summary prospectus, free writing prospectus, offering circular, notification, pricing disclosure or like document relating to the offering or sale of Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) the beneficial ownership of Common Shares by such holder and its Affiliates and (b) the name and address of such holder and its Affiliates. If any additional information about such holder or the plan of distribution (other person, if any, who controls such underwriter within the meaning of the Securities Act, than for an underwritten offering) is specifically required by law to be disclosed in any such case document, then such holder shall not unreasonably withhold its agreement referred to in the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out immediately preceding sentence of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusthis Section 8.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 8.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 8.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement (or prospectus, as applicable).

Indemnification by the Sellers. The Company may require, as a ------------------------------ condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, 1 or 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act9.1, the Company, each director of the Company, each officer of the Company its directors and officers and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the Company with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 9.2 shall the liability not apply to amounts paid in settlement of any selling such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) - transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Class B - Common Stock by such holder and its Affiliates and (c) the name and address of - such holder. The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 9.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as As a condition to including any ------------------------------ Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section SECTION 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the ----------- Company, and each director of the Company, each officer of the Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any registration statement under which such registration statementsecurities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that the liability of such prospective seller indemnifying party -------- ------- under this SECTION 2.6(B) shall not be liable limited to any person who participates as an underwriter the amount of proceeds received by -------------- such indemnifying party in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, 1.1 or Section 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act8.1, the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in . The Company and the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale holders of the Registrable Securities giving rise in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such indemnification obligationholders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 8.

Indemnification by the Sellers. The Company may requireEach Holder of Registrable ------------------------------ Securities which are included or are to be included in any registration statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitieswill, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors and officers, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such seller expressly for use Holder; provided however, that the obligation to provide indemnification -------- ------- pursuant to this Section 2.6(b) will be several, and not joint and several, -------------- among such Indemnifying Parties on the basis of the number of Registrable Securities included in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall will remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall will survive the transfer of such securities by such sellerHolder. In no event shall Such Holders will also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of same extent as provided above with respect to the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, 1.1 or Section 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act7.1, the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that . The Company and the holders of the Registrable Securities in their capacities as shareholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such prospective seller shall not holders, the only information furnished or to be liable furnished to the Company for use in any person who participates as an underwriter in registration statement or prospectus relating to the offering or sale of Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other personhand, if any, who controls (b) the beneficial ownership of shares of Common Stock by such underwriter within holder and its Affiliates and (c) the meaning name and address of such holder. If any additional information about such holder or the Securities Act, plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such case document, then such holder shall not unreasonably withhold its agreement referred to in the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out immediately preceding sentence of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. this Section 7.2 Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 7.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 7.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration of any Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3 hereof3.1 or 3.2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, to will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, partici pating person or controlling person may become subject under the Securities Act or other wise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, with respect to any statement Prospectus or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the liability of each such prospective seller shall not be liable in proportion to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case and limited to the extent that net amount received by such seller (after deducting any such loss, claim, damage, liability (or action or proceeding in respect thereofunderwriting discount and expenses) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of from the sale of Registrable Securities pursuant to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationRegistration Statement.

Indemnification by the Sellers. The Company may require, as a condition to including any Each holder of Registrable Securities in any registration statement filed that are registered by Goldleaf pursuant to Section 2.3 hereofArticle 2 will, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesjointly and severally, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriterGoldleaf, each person director of Goldleaf, each officer of Goldleaf and each other Person, if any, who controls such underwriter Goldleaf within the meaning of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which Goldleaf, or any such director, officer or controlling Person may become subject under the CompanySecurities Act or otherwise, each director insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of the Company, each officer or are based upon any untrue statement or alleged untrue statement of the Company and each other person, if any, who controls the Company within the meaning of a material fact contained in any registration statement under which such Registered Securities were registered under the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished in writing to the Company Goldleaf by such seller expressly for use of Registrable Securities in the preparation of connection with such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectussupplement specifically for use therein. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company Goldleaf or any such director, officer or controlling person Person and shall survive the transfer of such securities by such sellerholder. In no event shall the liability of any selling indemnity by a holder of Registrable Securities under this Section 2.6(bexceed the aggregate price to the public (minus underwriter commissions and discounts) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to of such indemnification obligationholder included in such registration.

Indemnification by the Sellers. The Company may requireEach Holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitieswill, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors and officers, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller expressly Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that the obligation to provide indemnification pursuant to this Section 2.6(b) will be several, and not joint and several, among such prospective seller shall not be liable to any person who participates as an underwriter in Indemnifying Parties on the offering or sale basis of the number of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected included in such final prospectusregistration statement. Such indemnity shall will remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall will survive the transfer of such securities by such sellerHolder. In no event shall Such Holders will also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of same extent as provided above with respect to the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by the Sellers. The Company may requireEach holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner Tengtu, its directors, officers, employees, agents and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriterother Person, each person if any, who controls such underwriter Tengtu within the meaning of the Securities Act, the Companyagainst any Losses to which Tengtu or any such director, each director of the Companyofficer, each officer of the Company and each other personemployee, if any, who controls the Company within the meaning of agent or controlling Person may become subject under the Securities ActAct or otherwise, with insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company Tengtu through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 6(B) shall be several, and not joint and several, among such indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided that such prospective seller shall not be liable to for in this SECTION 6(B) in connection with any person who participates as an underwriter in the offering or registration and sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case shall be limited to the extent that any total proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of holder from the sale of such Registrable Securities to such person if such statement or omission was corrected in such final prospectusSecurities. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company Tengtu or any such director, officer officer, employee, agent or controlling person Person and shall survive the transfer of such securities by such seller. In no event Such holders shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their partners, officers, directors, employees, agents and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of the Registrable Securities giving rise same extent as provided above with respect to such indemnification obligationTengtu.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration ------------------------------ of any Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3 hereof3.1 or 3.2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, to securities will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an under- writer, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement in of a fact contained in, or any omission or alleged omission from to state a fact with respect to such seller required to be stated in, any registration statementstatement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or related thereto, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that and the seller will reimburse the Company and each such prospective seller shall not be liable to director, officer, employee, participating person and controlling person for any person who participates as an underwriter in the offering or sale of Registrable Securities legal or any other person, if any, who controls such underwriter within the meaning of the Securities Act, expenses reasonably incurred by them in any such case to the extent that connection with investigating or defending any such loss, claim, damageliability, liability (or action or proceeding proceeding, provided that the liability of each such seller will be in respect thereof) or expense arises out of such person's failure -------- proportion to send or give a copy of the final prospectus, as the same may be then supplemented or amended, and limited to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such person if such statement or omission was corrected in such final prospectusregistration statement. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, participating person or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including Each seller of any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofand each other Person who controls such seller, that within the Company shall have received an undertaking satisfactory to it from meaning of the prospective seller of such securitiesSecurities Act shall, to and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 3.5(a)) Gateway, and each director, officer, employee and Stockholder of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company Gateway and each other person, if any, Person who controls the Company Gateway within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission from to state therein a material fact in any such registration statementRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, but only if and to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company Gateway by or on behalf of such seller expressly specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that (i) the liability of such prospective seller indemnifying party under this Section 3.5(b) shall be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability, and (ii) such indemnifying party shall not be liable to under this Section 3.5(b) for any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or liability, action or proceeding arising from, in respect thereof) connection with or expense arises out of relating to such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement of a material fact or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person state a material fact if such party provided Gateway with information for inclusion in such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement that would have cured such untrue statement or alleged untrue statement of a material fact or omission was corrected or alleged omission to state a material fact, and Gateway did not timely include such information in such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company Gateway or any such director, officer officer, employee, Stockholder or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration of any Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3 hereof3.1 or 3.2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, to securities will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all Losses or liabilities, joint or several, to which the Company or any such director, officer, principals, members, partners, agents, advisors, representatives, affiliates, employee, participating person or controlling person may become subject under the Securities Act or otherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such Losses, (or actions or proceedings in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement in of a fact contained in, or any omission or alleged omission from to state a fact with respect to such seller required to be stated in, any registration statementstatement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or related thereto, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that and the seller will reimburse the Company and each such prospective seller shall not be liable to director, officer, employee, participating person and controlling person for any person who participates as an underwriter in the offering or sale of Registrable Securities legal or any other person, if any, who controls such underwriter within the meaning of the Securities Act, expenses reasonably incurred by them in connection with investigating or defending any such case Loss, action or proceeding, provided that the liability of each such seller will (i) be individual, not joint and several and (ii) be in proportion to and limited to the extent that net amount received by such seller (after deducting any such loss, claim, damage, liability (or action or proceeding in respect thereofunderwriting discount and expenses) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of from the sale of Registrable Securities pursuant to such person if such statement or omission was corrected in such final prospectusregistration statement. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, participating person or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may requireEach holder of Registrable Securities which are included or are to be included in any Registration Statement filed in connection with a Demand Registration, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofsuch Registration Statement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors and officers, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) EXHIBIT 4.3 arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statementRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company or its legal counsel by or on behalf of such seller expressly for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the obligation to provide indemnification pursuant to this Section 8(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such Registration Statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided that such prospective seller shall not be liable to for in this Section 8(b) in connection with any person who participates as an underwriter in the offering or registration and sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case shall be limited to the extent that any total proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of holder from the sale of such Registrable Securities to such person if such statement or omission was corrected in such final prospectusSecurities. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event Such holders shall also indemnify each other Person who participates (including as an underwriter) in the liability of any selling holder offering or sale of Registrable Securities under this Section 2.6(b) be greater in amount than Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the dollar amount meaning of the proceeds received by such holder upon Securities Act to the sale of same extent as provided above with respect to the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by the Sellers. The Company may require, as a ------------------------------ condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, 1 or 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act9.1, the Company, each director of the Company, each officer of the Company its directors and officers and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the Company with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 9.2 shall the liability not apply to amounts paid in settlement of any selling such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) transactions between such holder and its - Affiliates, on the one hand, and the Company, on the other hand, (b) the - beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) other information - - with respect to such holder as required by law. The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 9.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofParagraph 1 or 2, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (athis Paragraph 7(b)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act and each underwriter participating in any distribution being made pursuant to such registration statement, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement theretoRegistration Document, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statementRegistration Document. Notwithstanding the foregoing, preliminary prospectusin no event shall any selling stockholder or any director, final prospectusofficer, summary prospectusemployee, amendment agent, investment advisor or supplement; provided that such prospective seller shall not controlling person thereof be liable to any person who participates as indemnify the Company pursuant to this Paragraph 7(b) in an underwriter amount in excess of the offering or sale amount of the net proceeds of the Registrable Securities sold by him, her or any other person, if any, who controls such underwriter within the meaning of the Securities Act, it in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusoffering. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or of any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In The Company shall use its best efforts to ensure that no event underwriter shall the liability of require any selling holder of Registrable Securities under to provide any indemnification other than that provided hereinabove in this Section 2.6(b) be greater in amount than Paragraph 7(b), and, if, despite the dollar amount Company's best efforts, an underwriter requires any holder of the proceeds received by Registrable Securities to provide additional indemnification, such holder upon may elect not to participate in such underwritten offering (but shall not have any claim against the sale Company as a result of the Registrable Securities giving rise such election) and such election not to such indemnification obligationparticipate will not count as a Demand Registration.

Indemnification by the Sellers. The Company may requireEach Owner of Registrable Securities which are included or are to be included in any registration statement filed in connection with the Requested Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director, officer, employee, agent or controlling Person may become subject under the Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statementor seller's agent, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the obligation to provide indemnification pursuant to this Section 3.2 shall be several, and not joint and several, among such indemnifying parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any Owner of Registrable Securities pursuant to the indemnification provided that such prospective seller shall not be liable to for in this Section 3.2 in connection with any person who participates as an underwriter in the offering or registration and sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case shall be limited to the extent that any total proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of Owner from the sale of such Registrable Securities to such person if such statement or omission was corrected in such final prospectusSecurities. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, employee, agent or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to In consideration of the Company's including any Registrable Securities in any registration statement Registration Statement filed pursuant to in accordance with Section 2.3 3 hereof, that the Company shall have received an undertaking satisfactory to it from the each prospective seller (each, a "Holder Indemnitor") of such securities, Registrable Securities and any underwriter shall be deemed to have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 5(A) of this Section 2.6hereof) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and its directors and officers and each other person, if any, who controls person controlling the Company within the meaning of the Securities Act (each, a "Company Indemnitee") against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with such Holder Indemnitor's consent, which consent shall not be unreasonably withheld) to which the Company Indemnitees may become subject under the Securities Act, with common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect to thereof) arise solely out of or are based solely upon any statement or alleged statement in or omission or alleged omission from such registration statementRegistration Statement, any preliminary prospectuspreliminary, final prospectus or summary prospectus Prospectus contained therein, or any amendment or supplement theretosupplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company or its representatives by or on behalf of such seller expressly or underwriter specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus, Prospectus or amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such directorof its directors, officer officers or controlling person and shall survive the transfer of such securities by such sellerPersons. In no event shall the liability of any selling holder of The Company may require as a condition to its including Registrable Securities under in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the provisions of this Agreement (including Section 2.6(b5) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise applicable to such indemnification obligationit.

Indemnification by the Sellers. The In the event of any registration of any securities of the Company may requireunder the Securities Act, as a condition to including any each holder of Registrable Securities included in any such registration statement filed pursuant to Section 2.3 hereofwill, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesand hereby does, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6section 9.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from 26 30 such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and strictly in strict conformity with written information (which information shall be limited to a brief description of the seller, its holdings of the Registrable Securities to be sold and its plan of distribution therefor) furnished to the Company by such seller expressly in an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event Such seller shall agree to provide for such contribution relating to such indemnity as shall be reasonably requested by the liability Company, provided that such seller shall not be required to make any contribution unless it is at fault under the standards set forth in the first sentence of any selling holder this section 9.6(b). The indemnity and contribution provided by each seller of Registrable Securities securities under this Section 2.6(bsection 9.6(b) is and shall be greater provided severally, and not jointly or jointly and severally with any other seller or prospective seller of securities, and is and shall be limited in amount than to the dollar net amount of the proceeds received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof2.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.63.1) each underwriter, each person Person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person Person who participates as an underwriter in the offering or sale of Registrable Securities or any other personPerson, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such personPerson's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) 3.2 be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as As a condition to including any ------------------------------ Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.64.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, and each director of the Companydirector, each officer officer, employee and shareholder of the Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwritten within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission from to state therein a material fact in any such registration statement, statement any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the liability of such prospective seller indemnifying party under this Section 4.6(b) shall not be liable limited to any person who participates as an underwriter the amount of proceeds received by such indemnifying party in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on an behalf of any underwriter, the Company or any such director, officer officer, employee, shareholder or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof3.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.63.6) each underwriter, each person Person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided Provided that such prospective seller shall not be liable to any person Person who participates as an underwriter in the offering or sale of Registrable Securities or any other personPerson, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such personPerson's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b3.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a ------------------------------ condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofsection 2.3, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify severally, not jointly and severally, and hold harmless (in the same manner and to the same extent as set forth in subdivision subsection (a) of this Section section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by the prospective seller of the Registrable Securities through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that . Any such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event The indemnity agreement provided for in this section 2.6(b) shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holders and its Affiliates, (ii) the name and address of such holder and (iii) the method or methods of distribution of such holders. The indemnity provided for under this Section section 2.6(b) shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may requireEach Owner of Registrable Securities which are included or are to be included in any registration statement filed in connection with the Requested Registration, as a condition to including any Registrable Securities in any such registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesshall, to the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director, officer, employee, agent or controlling Person may become subject under the Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statementor seller's agent, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 3(B) shall be several, and not joint and several, among such indemnifying parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any Owner of Registrable Securities pursuant to the indemnification provided that such prospective seller shall not be liable to for in this SECTION 3(B) in connection with any person who participates as an underwriter in the offering or registration and sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case shall be limited to the extent that any total proceeds received by such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of Owner from the sale of such Registrable Securities to such person if such statement or omission was corrected in such final prospectusSecurities. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, employee, agent or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as As a condition to ------------------------------ including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, and each director of the Company, each officer of the Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities ActAct or the Applicable Canadian Securities Laws, with and their respective directors, officers, partners, employees and affiliates, against any losses, claims, damages or liabilities, joint or several, to which such person may become subject under the Securities Act or the Applicable Canadian Securities Laws or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act or omission or alleged omission from such registration statementthe Applicable Canadian Securities Laws, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or any omission or alleged omission was to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made in reliance upon not misleading, and in strict conformity with written information furnished to the Company by reimburse such seller expressly person for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities legal or any other person, if any, who controls such underwriter within the meaning of the Securities Act, expenses reasonably incurred by them in connection with investigating or defending any such case loss, claim, liability, action or proceeding; but only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting is based upon an untrue statement or alleged untrue statement or omission or alleged omission at made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or prior supplement in reliance upon and in conformity with written information furnished to the written confirmation Company through an instrument duly executed by or on behalf of such seller, specifically stating that it is for use in the sale preparation thereof; provided, however, that the liability of Registrable Securities such indemnifying party under this Section 1.7(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration of any Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3 hereof3.1, that the Company shall have received an undertaking satisfactory to it from 3.2 or 3.3, each of the prospective seller sellers of such securities, to severally and not jointly, will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact with respect to such seller contained in any Registration Statement under which such securities were registered under the Securities Act, with respect to any statement Prospectus or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided . In no event, however, shall the liability of any seller of Registrable Securities for indemnification in its capacity as such exceed the lesser of (i) that proportion of the total of such prospective losses, claims, damages or liabilities indemnified against that is equal to the proportion of the total securities sold under such registration statement which is being sold by such seller shall not be liable to any person who participates as an underwriter in of Registrable Securities or (ii) the offering or net proceeds received by such seller from its sale of Registrable Securities or any other person, if any, who controls under such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusregistration statement. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company such seller or any such director, officer officer, employee, participating person or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, Registrable Securities to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 2.7(a)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, Company and each director of the Company, each officer of the Company who signs the registration statement and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, with respect to any statement or alleged untrue statement of a material fact in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that the liability of such prospective seller indemnifying party under this Section 2.7(b) shall not be liable limited to any person who participates as an underwriter the amount of proceeds received by such indemnifying party in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or officer, employee, shareholder, controlling person and or other Person. Such indemnity shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, 1.1 or 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, but otherwise in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act8.1, the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that . The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such prospective seller shall not holders, the only information furnished or to be liable furnished to the Company for use in any person who participates as an underwriter in registration statement or prospectus relating to the offering or sale of Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company and/or its subsidiaries, on the other personhand, if any, who controls (b) the beneficial ownership of shares of Common Stock by such underwriter within holder and its Affiliates and (c) the meaning name and address of such holder. If any additional information about such holder or the Securities Act, plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such case document, then such holder shall not unreasonably withhold its agreement referred to in the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out immediately preceding sentence of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusthis Section 8.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 8.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 8.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the each prospective seller of such securities, shall agree to indemnify and hold harmless severally and not jointly (in the same manner and to the same extent as set forth in subdivision (aSection 2.4(a)) Parent, and each director, officer, employee and shareholder of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company Parent and each other person, if any, who participates or may be considered as an underwriter in the offering or sale of such securities and each other person who controls the Company Parent within the meaning of the Securities Act, Act ("Parent Indemnified Parties") with respect to (i) any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission from to state therein a material fact in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company Parent through an instrument duly executed by or on behalf of such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; supplement (provided that the liability of such prospective seller indemnifying party under this clause (i) shall not Exhibit 5.06-6 be liable limited to any person who participates as an underwriter the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability), or (ii) any sale of any Registrable Securities or any other person, if any, who controls by such underwriter within seller under the meaning circumstances described in clause (ii) of the Securities Act, in any such case proviso to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusSection 2.4(a). Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Parent Indemnified Parties and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to this Section 2.3 hereof2, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision clause (ai) of this Section 2.62(e)) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any application, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information prepared and furnished to the Company by such seller expressly specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that , or such prospective seller shall not be liable to application, which information contained any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement of any material fact or alleged untrue statement omitted to state therein a material fact required to be stated therein or omission or alleged omission at or prior necessary to make the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusstatements therein not misleading. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event The indemnity provided by each seller of securities under this Section 2(e)(ii) shall be provided severally, and not jointly or jointly and severally with any other seller or prospective seller of securities, and shall be limited in amount to the liability lesser of any selling holder (A) such seller's allocable portion (based upon the number of Registrable Securities under this Section 2.6(bincluded in the registration statement) be greater in amount than of the dollar liability for indemnification and (B) the net amount of the proceeds received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement. It is agreed that the indemnity agreement contained in this clause (ii) 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 seller of such securities (which consent shall not be unreasonably withheld).

Indemnification by the Sellers. The Company may require, as a ------------------------------ condition to including any Registrable Securities of a prospective seller in any registration statement filed pursuant to Section 2.3 hereof, 1 or 2 that the Company shall have received an undertaking satisfactory to it from the each such prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act8.1, the Company, each director of the Company, each officer of the Company its directors and officers and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the Company with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 8.2 shall the liability not apply to amounts paid in settlement of any selling such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) - transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common - Stock by such holder and its Affiliates and (c) the name and address of such - holder. The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 8.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may requireEach Seller will, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofand ------------------------------ hereby does, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (Progress Energy in selling Registrable Securities covered by the same manner Shelf Registration Statement required under this Registration Rights Agreement, Progress Energy's directors, officers, employees, agents and to the same extent as set forth in subdivision (a) of this Section 2.6) affiliates and each underwriterother Person, each person if any, who controls such underwriter Progress Energy within the meaning of the Securities ActAct or the Exchange Act (the "Progress Energy Indemnified Parties"), the Companyagainst any losses, each director of the Companyclaims, each officer of the Company and each other persondamages or ----------------------------------- liabilities (or actions or proceedings, if anywhether commenced or threatened, who controls the Company within the meaning of in respect thereof), joint or several, to which any Progress Energy Indemnified Party may become subject under the Securities Act, with the Exchange Act, any state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained (or incorporated by reference) in the Shelf Registration Statement (or omission any amendment or alleged omission from supplement thereto) under which such registration statementRegistrable Securities were registered under the Securities Act, any preliminary prospectusProspectus, final prospectus Prospectus or summary prospectus Prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement any other document in connection therewith, or any omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Actextent, in any such case to the extent each case, that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Shelf Registration Statement, any such preliminary Prospectus, final Prospectus, summary Prospectus, amendment or supplement, or other document in connection therewith in reliance upon and in conformity with written information furnished to Progress Energy by such Seller or its agents or representatives expressly designated for use in the preparation thereof, and such Seller will (at the option of such Seller) pay and bear or prior to reimburse the written confirmation Progress Energy Indemnified Parties amounts paid in settlement of the sale of Registrable Securities to any such person loss, claim, damage, liability or action if such statement settlement is effected with the consent of Sellers (which consent shall not be unreasonably withheld) and for any legal or omission was corrected any other expenses reasonably incurred by them in connection with investigating or defending any such final prospectusloss, claim, liability, action or proceeding. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, the Company Progress Energy or any such director, officer or controlling person Person of Progress Energy and shall survive the permitted transfer of such securities Registrable Securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationSeller.

Indemnification by the Sellers. The Company may require, as ------------------------------ a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofsection 2.3, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subdivision subsection (a) of this Section section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that . Any such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event The indemnity agreement provided for in this section 2.6(b) shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holders and its Affiliates, (ii) the name and address of such holder and (iii) the method or methods of distribution of such holders. The indemnity provided for under this Section section 2.6(b) shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as As a condition to including any ------------------------------ Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 2.8(a)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, and each director of the Company, each officer of the Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or with respect to any omission or alleged omission to state a material fact therein required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided provided, however, that -------- ------- the liability of such prospective seller indemnifying party under this Section 2.8(b) shall not be liable limited to any person who participates as an underwriter the amount of the net proceeds received by such indemnifying party in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, 1 that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act7.1, the Company, each director of the Companyits directors and officers, each officer of the Company any underwriter and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the foregoing Persons with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer officer, any underwriter or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 7.2 shall the liability not apply to amounts paid in settlement of any selling such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 7.2 shall be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.limited in

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof4, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 6(a)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company its directors and officers and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with and any other holder selling Registrable Securities, against any losses, claims, damages or liabilities, joint or several, to which the Company, its directors and officers and each such other Person or other seller may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any registration statement under which such registration statementsecurities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided , provided, however, (i) that this indemnity shall not apply to amounts paid in settlement of any such prospective seller claim or proceeding if such settlement is effected without the consent of such seller, which consent shall not be liable unreasonably withheld, and (ii) that the seller(s) shall have no obligation to indemnify any person who participates as an underwriter in the offering Person for such Person’s gross negligence or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectuswillful misconduct. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a ------------------------------ condition to including any Registrable Securities of a prospective seller in any registration statement filed pursuant to Section 2.3 hereof, 1 or 2 that the Company shall have received an undertaking under taking satisfactory to it from the each such prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act8.1, the Company, each director of the Company, each officer of the Company its directors and officers and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the Company with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 8.2 shall the liability not apply to amounts paid in settlement of any selling such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) - transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common - Stock by such holder and its Affiliates and (c) the name and address of such - holder. The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 8.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as It shall be a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof1.1, or 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act7.1, the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that . The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such prospective seller shall not holders, the only information furnished or to be liable furnished to the Company for use in any person who participates as an underwriter in registration statement or prospectus relating to the offering or sale of Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other personhand, if any, who controls (b) the beneficial ownership of shares of Common Stock by such underwriter within holder and its Affiliates and (c) the meaning name and address of such holder. If any additional information about such holder or the Securities Act, plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such case document, then such holder shall not unreasonably withhold its agreement referred to in the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out immediately preceding sentence of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusthis Section 7.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 7.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 7.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof1, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act6.1, the Company, each director of the Companyits directors, each officer of the Company officers, employees, agents and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, with respect to any statement of a material fact or alleged statement of a material fact in or omission of a material fact or alleged omission of a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that supplement or “free writing prospectus”. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such prospective seller shall not holders, the only information furnished or to be liable furnished to the Company for use in any person who participates as an underwriter in registration statement or prospectus relating to the offering or sale of Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any “free writing prospectus” related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other personhand, if any, who controls (b) the beneficial ownership of shares of Common Stock by such underwriter within holder and its Affiliates and (c) the meaning name and address of such holder. If any additional information about such holder or the Securities Act, plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such case document, then such holder shall not unreasonably withhold its agreement referred to in the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out immediately preceding sentence of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusthis Section 6.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 6.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 6.2 shall be greater limited in amount than to the dollar net amount of the proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof1 or 2, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act7.1, the Company, each director of the Companyits directors, officers, each officer of the Company and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, each underwriter and any of the other sellers of securities in such offering with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such directorother indemnified Person, officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 7.2 shall the liability not apply to amounts paid in settlement of any selling holder such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The indemnity provided by each seller of Registrable Securities under this Section 2.6(b) 7.2 shall be greater limited in amount than to the dollar net amount of the proceeds actually received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

Indemnification by the Sellers. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereofstatement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 2.9(a)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, and each director of the Company, each officer and director of the Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and their respective directors, officers, partners, agents and affiliates and each other Person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED, HOWEVER, that the liability of such prospective seller indemnifying party under this Section 2.9(b) shall not be liable limited to any person who participates as an underwriter the amount of proceeds received by such indemnifying party in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities giving rise to such person if such statement or omission was corrected in such final prospectusliability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in i n any registration statement filed pursuant to this Section 2.3 hereof2, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (aSection 2(f)(i)) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any application, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information prepared and furnished to the Company by such seller expressly seller, as to such seller, specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that , or such prospective seller shall not be liable to application, which information contained any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement of any material fact or alleged untrue statement omitted to state therein a material fact required to be stated therein or omission or alleged omission at or prior necessary to make the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectusstatements therein not misleading. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability The indemnity provided by each seller of any selling holder of Registrable Securities securities under this Section 2.6(b2(f)(ii) shall be greater provided severally, and not jointly or jointly and severally with any other seller or prospective seller of securities, and shall be limited in amount than to the dollar net amount of the proceeds received by such holder upon seller from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.