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, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may requireEach Purchaser agrees, and any other seller of Registrable Securities must agree, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable SecuritiesRegistration Statement, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.5(a)2.4) the Company, its directors and officers 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 conformity with written information furnished to the Company through an instrument duly executed by such Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such This indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person person and shall survive the transfer of such securities by the Purchaser or other such 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 2.33.3, that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such Registrable Securitiessecurities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a3.7(a)) the Company, its directors and officers 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 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 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 conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, provided that the liability of each such -------- seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of 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 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. The Company may require, as a condition to including In the event of any registration ------------------------------ of Registrable Securities in any registration statement filed under the Securities Act pursuant to this Section 2.313, that the Company shall have received an undertaking satisfactory to it from the prospective each seller of such Registrable Securities, to Securities will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)subdivision (a) of this section 13.7) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may requireFund or any Holders, as the case may be, named in the Registration Statement as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, severally and not jointly do hereby agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.5(a)2.7) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including In the event of any ------------------------------ registration of Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3this Article 9, that the Company shall have received an undertaking satisfactory to it from the prospective each seller of such Registrable Securities, to Securities 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 2.5(a)9.6) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a2.6(a)) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including In the event of any registration ------------------------------ of Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3this section 13, that the Company shall have received an undertaking satisfactory to it from the prospective each seller of such Registrable Securities, to Securities will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)subdivision (a) of this section 13.7) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a2.6(a)) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including In the event of any ------------------------------ registration of Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3this Article 7, that the Company shall have received an undertaking satisfactory to it from the prospective each seller of such Registrable Securities, to Securities 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 2.5(a)7.5) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including In the event of any registration ------------------------------ of Registrable Securities in any registration statement filed under the Securities Act pursuant to this Section 2.39, that the Company shall have received an undertaking satisfactory to it from the prospective each seller of such Registrable Securities, to Securities 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 2.5(a)9.5) ----------- the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including In the event of any registration of ------------------------------ Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3this Article 9, that the Company shall have received an undertaking satisfactory to it from the prospective each seller of such Registrable Securities, to Securities 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 2.5(a)9.6) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3statement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such 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 2.5(a)1.5) the Company, its directors and officers each manager or director of the Company, each officer of the Company 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 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 the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, ------------------------------ as a condition to including any Registrable Securities Warrant Shares in any registration statement filed pursuant to Section 2.3section 13.1, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable SecuritiesWarrant Shares, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)subdivision (a) of this section 13.2) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including In the event of any ------------------------------ registration of Registrable Securities in any registration statement filed under the Securities Act pursuant to this Section 2.39, that the Company shall have received an undertaking satisfactory to it from the prospective each seller of such Registrable Securities, to Securities will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)subdivision (a) of this section 9.5) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including In the event of any ------------------------------ registration of Registrable Securities in any registration statement filed under the Securities Act pursuant to this Section 2.39, that the Company shall have received an undertaking satisfactory to it from the prospective each seller of such Registrable Securities, to Securities will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)subdivision (a) of this section 9.7) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3statement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, Securities to indemnify and hold harmless harm less (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.5(a)2.7) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including In the event of any registration ------------------------------ of Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3this Article 9, that the Company shall have received an undertaking satisfactory to it from the prospective each seller of such Registrable Securities, to Securities 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 2.5(a)9.6) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3statement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securitiessecurities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.5(a)2.6) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.32.4 above, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securitiessecurities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)2.7(a) above) the Company, its directors each director, officer, representative and officers agent 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer officer, representative, agent, or controlling Person and shall survive the transfer of such securities by such seller.

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 2.1, 2.2 or 2.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable SecuritiesSecurities to indemnify, to indemnify defend and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this Section 2.5(a)2.10) the Company, its directors each director of the Company, each officer, employee and officers agent 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 statement in in, or omission or alleged omission from from, such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein 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 the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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 any indemnity paid by any seller to the Company pursuant to this Section 2.10(b) or otherwise exceed the proceeds received by such seller in such offering.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities Warrant Shares in any registration statement filed pursuant to Section 2.3section 13.1, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable SecuritiesWarrant Shares, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)subdivision (a) of this section 13.2) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including In the event of any registration ------------------------------ of Registrable Securities in any registration statement filed under the Securities Act pursuant to this Section 2.39, that the Company shall have received an undertaking satisfactory to it from the prospective each seller of such Registrable Securities, to Securities will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)subdivision (a) of this section 9.6) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a2.6(a)) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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, however, that the maximum amount of liability in respect of indemnification pursuant to this Section 2.6(b) shall be limited in the case of any selling securityholder to an amount equal to the net proceeds actually received by such securityholder from the sale of such security pursuant to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company Parent may require, as a condition to ------------------------------------- including any Registrable Securities Note Shares in any registration statement filed pursuant to Section 2.3section 10.1, that the Company Parent shall have received an undertaking satisfactory to it from the prospective seller of such Registrable SecuritiesNote Shares, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)subdivision (a) of this section 10.2) the CompanyParent, its directors and officers each director of the Parent, each officer of the Parent and each other Personperson, if any, who controls the Company Parent 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 conformity with written information furnished to the Company through an instrument duly executed Parent 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. Such Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company Parent or any such director, officer or controlling Person person and shall survive the transfer of such securities by such 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 2.3section 4.3, that the Company it shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securitiessecurities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)section 4.7.1) the Company, its directors and officers each director of the Company, each officer of the Company and each other Person, if any, who controls is a Controlling Person with respect to 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 conformity with written information furnished to the Company through 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 supplementsupplement which information contained any untrue statement of any material fact or omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Controlling Person and shall survive the transfer of such securities by such seller.

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 2.3statement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such 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 2.5(a)2.7) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company Parent may require, as a condition to including any Registrable Securities Note Shares in any registration statement filed pursuant to Section 2.3section 10.1, that the Company Parent shall have received an undertaking satisfactory to it from the prospective seller of such Registrable SecuritiesNote Shares, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)subdivision (a) of this section 10.2) the CompanyParent, its directors and officers each director of the Parent, each officer of the Parent and each other Personperson, if any, who controls the Company Parent 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 conformity with written information furnished to the Company through an instrument duly executed Parent 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. Such Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company Parent or any such director, officer or controlling Person person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration ------------------------------ of Registrable Securities in any registration statement filed under the Securities Act pursuant to Section 2.3this Article 7, that the Company shall have received an undertaking satisfactory to it from the prospective each seller of such Registrable Securities, to Securities 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 2.5(a)7.5) the Company, its directors and officers 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 conformity with written information furnished to the Company through 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. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of 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. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3Articles II or III, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5(a)5.1) the Company, its directors and officers 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 conformity with written information furnished fumished to the Company through 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 Sellers' liability under such indemnification shall be limited to the net sales proceeds actually received by such seller from the sale of 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, regardless of any investigation made by or on behalf of 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. The Company may requireEach Purchaser agrees, and any --------------------------------- other seller of Registrable Securities must agree, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable SecuritiesRegistration Statement, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.5(a)2.4) the Company, its directors and officers 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 conformity with written information furnished to the Company through an instrument duly executed by such Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such This indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person person and shall survive the transfer of such securities by the Purchaser or other such seller.