Common use of Indemnification by the Sellers Clause in Contracts

Indemnification by the Sellers. As a condition to including any securities in any registration statement filed pursuant to this Section 7, Buyer shall have received an undertaking satisfactory to it from the prospective seller of such securities to indemnify, defend and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a) of this Section 7) Buyer, each director of Buyer, each officer of Buyer and each other person, if any, who controls Buyer within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or any Blue Sky Filing, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such seller for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, in no event shall the liability of any seller under this paragraph (b) exceed the net proceeds received by such seller (after the payment of underwriting discounts and commissions) from the sale of its securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Buyer or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As The Company may require, as a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 72.01 above, Buyer that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a2.07(a) of this Section 7above) Buyerthe Company, each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information regarding such seller furnished to Buyer by such seller (or on behalf any representative of such seller seller) to the Company in writing or electronically 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, in no event shall the . The maximum liability of each seller for any seller under this paragraph (b) such indemnification shall not exceed the net amount of proceeds received by such seller (after the payment of underwriting discounts and commissions) from the sale of his/its securities pursuant to such registration statementRegistrable Securities. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As The Company may require, as a condition to including any securities Transfer Restricted Securities in any registration statement filed pursuant to this Section 78.02, Buyer that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a8.07(a)) of this Section 7) Buyerthe Company, each director Representative of Buyer, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining to the seller or participant furnished to Buyer the Company by or on behalf the seller of such seller securities in writing or electronically specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, in no event shall the . The maximum liability of each seller for any seller under this paragraph (b) such indemnification shall not exceed the amount of net proceeds received by such seller (after the payment of underwriting discounts and commissions) from the sale of its securities pursuant to such registration statementTransfer Restricted Securities. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer Representative or controlling person Person and shall survive the transfer of such securities by such seller. All liability for any seller under this Section 8.07(b) shall be several and not joint with any other seller.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a2.7(a)) of this Section 7) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer 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 Buyer the Company or any such underwriter 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company by or on behalf of 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, however, in no event shall that the liability of any seller such indemnifying party under this paragraph (bSection 2.7(b) exceed shall be limited to the amount of the net proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As The Company may require, as a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 72.01 above, Buyer that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a2.07(a) of this Section 7above) Buyerthe Company, each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information regarding such seller furnished to Buyer by such seller (or on behalf any representative of such seller seller) to the Company in writing or electronically 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, in no event shall the . The maximum liability of each seller for any seller under this paragraph (b) such indemnification shall not exceed the net amount of proceeds actually received by such seller (after the payment of underwriting discounts and commissions) from the sale of his/its securities pursuant to such registration statementRegistrable Securities. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities in any registration statement filed pursuant to this Section 717.1, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities to indemnify, defend and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubsection (a) of this Section 717.5) Buyerthe Company, each director of Buyerthe Company, each officer of Buyer the Company and each other person, if any, who controls Buyer the Company within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or any Blue Sky Filing, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company by or on behalf of such seller for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, in no event shall the liability of any seller under this paragraph (b) exceed the net proceeds received by such seller (after the payment of underwriting discounts and commissions) from the sale of its securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities in any registration statement filed pursuant to this Section 77.1, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities to indemnify, defend and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubsection (a) of this Section 77.5) Buyerthe Company, each director of Buyerthe Company, each officer of Buyer the Company and each other person, if any, who controls Buyer the Company within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or any Blue Sky Filing, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company by or on behalf of such seller for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, in no event shall the liability of any seller under this paragraph (b) exceed the net proceeds received by such seller (after the payment of underwriting discounts and commissions) from the sale of its securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a2.8(a)) of this Section 7) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer 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 Buyer the Company or any such underwriter 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company by or on behalf of 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, however, in no event shall that the liability of any seller such indemnifying party under this paragraph (bSection 2.8(b) exceed shall be limited to the amount of the net proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubdivision (a) of this Section 72.7) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer the Company within the meaning of the Securities ActAct (a "Company Controlling Person"), 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company through an instrument duly executed by or on behalf of 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, however, in no event shall that the liability of any seller such indemnifying party under this paragraph (bSection 2.7(b) exceed shall be limited to the net amount of proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Company Controlling Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As The Company may require, as a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 72.01 above, Buyer that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a2.06(a) of this Section 7above) Buyerthe Company, each director of Buyerthe Company, each officer of Buyer the Company, each other Person who participates in the offering or sale of such securities and each other personPerson, if any, who controls Buyer the Company within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company in writing or electronically by or on behalf of such seller of Registrable Securities 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, in no event shall the . The maximum liability of each seller for any seller under this paragraph (b) such indemnification shall not exceed the net amount of proceeds received by such seller (after the payment of underwriting discounts and commissions) from the sale of his/its securities pursuant to such registration statementRegistrable Securities. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer officer, such other Person who participates in the offering or sale of such securities or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities ------------------------------ Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubdivision (a) of this Section 71.4) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer 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 Buyer the Company or any such underwriter 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company through an instrument duly executed by or on behalf of 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, however, in no event shall that the liability of any seller such indemnifying party under this paragraph (bSection 1.4(b) exceed shall be limited to the net amount of proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As The Company may require, as --------------------------------------------- a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7Article II or III, Buyer that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a5.1) of this Section 7) Buyerthe Company, each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company through an instrument duly executed by or on behalf of 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, however, in no event that such Sellers' liability under such indemnification shall the liability of any seller under this paragraph (b) exceed be limited to the net sales proceeds actually received by such seller (after the payment of underwriting discounts and commissions) from the sale of its the Company's securities pursuant to such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including In the event of any registration of any securities in any registration statement filed of the Company under the Securities Act pursuant to this Section 7Article V or VI, Buyer shall have received an undertaking satisfactory to it from the each prospective seller of such securities to indemnify, defend Registrable Securities shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a8.01) the Company, all other prospective sellers, and any of this Section 7) Buyertheir respective directors, each director of Buyerofficers or general or limited partners, each officer of Buyer and each other personPersons, if any, who controls Buyer control the Company or such sellers, as the case may be, 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 prospectuspreliminary, final prospectus or summary prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement theretosupplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company by or on behalf of such seller for use in the preparation of such registration statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus, prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided, however, that in no event shall the liability of any seller under this paragraph (b) exceed hereunder be greater than the net dollar amount of the proceeds received by such seller (after the payment of underwriting discounts and commissions) from the upon its sale of its securities pursuant the Registrable Securities giving rise to such registration statementindemnification obligation. Such indemnity shall remain in 41 37 full force and effect regardless of any investigation made by or on behalf of Buyer the Company or any such directorof the prospective sellers, officer or any of their respective Affiliates, directors, officers or controlling person Persons and shall survive the transfer of such securities by such sellerseller and the termination of this Agreement.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of each holder joining in such securities registration, severally and not jointly, to indemnify, defend indemnify and hold harmless and reimburse (in the same manner and to the same extent as set forth in Section 7.5(asubdivision (a) of this Section 72.7) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or any Blue Sky Filing, 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 conformity with written information furnished to Buyer the Company through an instrument duly executed by or on behalf of such seller specifically stating that it is for use in the preparation of such registration statementthereof, preliminary prospectusit being agreed that, final prospectusupon written request of the Company, summary prospectus, amendment or supplementthe Purchasers shall provide to the Company the Purchaser Letter; provided, however, in no event shall that the liability of any seller such indemnifying party under this paragraph (bSection 2.7(b) exceed shall be limited to the net amount of proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. The Company shall be entitled to receive indemnification from underwriters of any underwritten public offering, to the same extent as provided above with respect to information and with respect to such persons so furnishing such information in any Registration Document.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a2.5(a)) of this Section 7) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer within participates as an underwriter in the meaning offering or sale of such securities and each other Person who is a controlling person of the Securities Act, Company or any such underwriter 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company by or on behalf of 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, however, in no event shall that the liability of any seller such indemnifying party under this paragraph (bSection 2.5(b) exceed shall be limited to the net amount of proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As The Parent may require, as a condition to including any securities Note Shares in any registration statement filed pursuant to this Section 7section 10.1, Buyer that the Parent shall have received an undertaking satisfactory to it from the prospective seller of such securities Note Shares, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubdivision (a) of this Section 7section 10.2) Buyerthe Parent, each director of Buyerthe Parent, each officer of Buyer the Parent and each other person, if any, who controls Buyer the Parent 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Parent by or on behalf of such seller for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, in no event shall the liability of any seller under this paragraph (b) exceed the net proceeds received by . Any such seller (after the payment of underwriting discounts and commissions) from the sale of its securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Parent or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer shall have received an undertaking satisfactory to it from the each prospective seller of such securities shall agree to indemnify, defend indemnify and hold harmless severally and not jointly (in the same manner and to the same extent as set forth in Section 7.5(a2.4(a)) Parent, and each director, officer, employee and shareholder of this Section 7) Buyer, each director of Buyer, each officer of Buyer 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 Buyer Parent within the meaning of the Securities Act, Act ("Parent Indemnified Parties") with respect to (i) any untrue statement or alleged untrue statement in, 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 Blue Sky Filingtherein, 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 conformity with written information furnished to Buyer Parent through an instrument duly executed by or on behalf of 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, however, in no event shall supplement (provided that the liability of any seller such indemnifying party under this paragraph clause (bi) exceed shall be limited to the amount of net proceeds received by such seller indemnifying party in the offering giving rise to such liability), or (after the payment of underwriting discounts and commissionsii) from the any sale of its securities pursuant any Registrable Securities by such seller under the circumstances described in clause (ii) of the proviso to such registration statementSection 2.4(a). Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer or any such director, officer or controlling person Parent Indemnified Parties and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As The Company may require, as a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 72.3, Buyer that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a2.6(a)) of this Section 7) Buyerthe Company, each director of Buyer, each officer of Buyer its directors and officers and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company through an instrument duly executed by or on behalf of 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; providedPROVIDED, howeverHOWEVER, that no such seller shall be liable for any indemnity claims hereunder in no event shall excess of the liability amount of any seller under this paragraph (b) exceed the net proceeds received by such seller (after the payment of underwriting discounts and commissions) from the sale of its securities the Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubdivision (a) of this Section 72.7) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company through an instrument duly executed by or on behalf of 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; providedPROVIDED, howeverHOWEVER, in no event shall that the liability of any seller such indemnifying party under this paragraph (bSection 2.7(b) exceed shall be limited to the net amount of proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubdivision (1) of this Section 72.5) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer the Company within the meaning of the Securities ActAct (a "Company Controlling Person"), with respect to any untrue statement or alleged untrue statement in, in or omission or alleged omission from, such from the registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company through an instrument duly executed by or on behalf of such seller specifically stating that it is for use in the preparation of such the registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, in no event shall that the liability of any seller such indemnifying party under this paragraph subdivision (b2) exceed shall be limited to the net amount of proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Company Controlling Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubdivision (a) of this Section 72.7) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company through an instrument duly executed by or on behalf of 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, however, in no event shall that the liability of any seller such indemnifying party under this paragraph (bSection 2.7(b) exceed shall be limited to the net amount of proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a1.7(a)) of this Section 7) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer 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 Buyer the Company or any such underwriter 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company by or on behalf of 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, however, in no event shall that the liability of any seller such indemnifying party under this paragraph (bSection 1.7(b) exceed shall be limited to the amount of the net proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities ------------------------------ Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of each holder joining in such securities registration, severally and not jointly, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubdivision (a) of this Section 72.8) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company through an instrument duly executed by or on behalf of 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, however, in no event shall that the liability of any seller such indemnifying party under this paragraph (bSection 2.8(b) exceed shall be limited to the net amount of proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As The Parent may require, as a condition to ------------------------------------- including any securities Note Shares in any registration statement filed pursuant to this Section 7section 10.1, Buyer that the Parent shall have received an undertaking satisfactory to it from the prospective seller of such securities Note Shares, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubdivision (a) of this Section 7section 10.2) Buyerthe Parent, each director of Buyerthe Parent, each officer of Buyer the Parent and each other person, if any, who controls Buyer the Parent 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Parent by or on behalf of such seller for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, in no event shall the liability of any seller under this paragraph (b) exceed the net proceeds received by . Any such seller (after the payment of underwriting discounts and commissions) from the sale of its securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Parent or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As The Company may require, as a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 72.01 above, Buyer that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a2.06(a) of this Section 7above) Buyerthe Company, each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer by the Company in writing or on behalf of such seller electronically 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, in no event shall the . The maximum liability of each seller for any seller under this paragraph (b) such indemnification shall not exceed the amount of net proceeds received by such seller (after the payment of underwriting discounts and commissions) from the sale of his/its securities Registrable Securities pursuant to such registration statementthe Registration Statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As The Company may require, as a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 77.1 above, Buyer that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities to indemnifysecurities, defend to, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a7.7(a) of this Section 7above) Buyerthe Company, each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company in writing or electronically by or on behalf of such seller stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, in no event shall the . The maximum liability of each seller for any seller under this paragraph (b) such indemnification shall not exceed the net amount of proceeds received by such seller (after the payment of underwriting discounts and commissions) from the sale of his/its securities pursuant to such registration statementRegistrable Securities. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of each holder joining in such securities registration, severally and not jointly, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubdivision (a) of this Section 72.8) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company through an instrument duly executed by or on behalf of 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, however, in no event shall that the liability of any seller such indemnifying party under this paragraph (bSection 2.8(b) exceed shall be limited to the net amount of proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities ------------------------------ Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of each holder joining in such securities registration, severally and not jointly, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(asubdivision (a) of this Section 72.8) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer the Company and each other personPerson, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company through an instrument duly executed by or on behalf of 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, however, in no event shall that -------- ------- the liability of any seller such indemnifying party under this paragraph (bSection 2.8(b) exceed shall be limited to the net amount of proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As The Company may require, as a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7Article III, Buyer that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a5.1) of this Section 7) Buyerthe Company, each director of Buyerthe Company, each officer of Buyer the Company and each other person, if any, who controls Buyer 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished finished to Buyer the Company through an instrument duly executed by or on behalf of 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, however, in no event that such Sellers' liability under such indemnification shall the liability of any seller under this paragraph (b) exceed be limited to the net sales proceeds actually received by such seller (after the payment of underwriting discounts and commissions) from the sale of its the Company's securities pursuant to such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities Registrable Securities in any registration statement filed pursuant to this Section 7statement, Buyer the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities Registrable Securities, to indemnify, defend indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a7.1) of this Section 7) Buyerthe Company, and each director of Buyerthe Company, each officer of Buyer 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 Buyer the Company or any such underwriter within the meaning of the Securities 1933 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 prospectus contained therein or any Blue Sky Filingtherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer the Company by or on behalf of 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, however, in no event shall that the liability of any seller such indemnifying party under this paragraph (b) exceed Section 7.2 shall be limited to the net amount of proceeds received by such seller (after indemnifying party in the payment of underwriting discounts and commissions) from the sale of its securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of Buyer the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.