Common use of Indemnification by the Selling Holders Clause in Contracts

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, Xxxx, its directors, officers and agents and each Person controlling Xxxx within the meaning of Section 15 of the Securities Act (each, an “Xxxx Covered Person”) against any and all Damages actually and as incurred by such Xxxx Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder 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 Xxxx or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx or any of its directors, officers, agents, or controlling Persons. Xxxx may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, XxxxNewmark, its directors, officers and agents and each Person controlling Xxxx Newmark within the meaning of Section 15 of the Securities Act (each, an a “Xxxx Newmark Covered Person”) against any and all Damages actually and as incurred by such Xxxx Newmark Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder 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 Xxxx Newmark or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx Newmark or any of its directors, officers, agents, agents or controlling Persons. Xxxx Newmark may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement or Canadian Prospectus filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, XxxxSpinCo, its directors, officers and agents and each Person controlling Xxxx SpinCo within the meaning of Section 15 of the Securities Act (each, an “Xxxx SpinCo Covered Person”) against any and all Damages actually and as incurred by such Xxxx SpinCo Covered Person under the Securities Act, applicable Canadian Securities Laws, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus or Canadian Prospectus contained therein, any Holder Free Writing Prospectus for such Holder 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 Xxxx SpinCo or its representatives in writing by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus or Canadian Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx SpinCo or any of its directors, officers, agents, agents or controlling Persons. Xxxx SpinCo may require as a condition to its including Registrable Securities in any Registration Statement or Canadian Prospectus filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, XxxxSolta, its directors, officers and agents and each Person controlling Xxxx Solta within the meaning of Section 15 of the Securities Act (each, an “Xxxx Solta Covered Person”) against any and all Damages actually and as incurred by such Xxxx Solta Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder 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 Xxxx Solta or its representatives in writing by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx Solta or any of its directors, officers, agents, or controlling Persons. Xxxx Solta may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling In consideration of the Issuer’s or PubliCo’s including any Registrable Securities in any Registration Statement filed pursuant to in accordance with Article II or Article III will hereof, each prospective selling Holder (each, a “Holder Indemnitor”) of such Registrable Securities shall be deemed to have agreed to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 6.1 hereof) the Issuer or PubliCo, severally as the case may be, and not jointly, Xxxx, its directors, officers officers, employees, managers, attorneys, investment advisors and agents and each Person person controlling Xxxx the Issuer or PubliCo, as the case may be, within the meaning of Section 15 of the Securities Act (each, an “Xxxx Covered PersonIndemnitee”) against any and all Damages actually losses, claims, damages or liabilities, joint or several, and as incurred by expenses (including any amounts paid in any settlement effected with such Xxxx Covered Person Holder Indemnitor’s consent, which consent shall not be unreasonably withheld) to which the Indemnitees may become subject under the Securities Act, common law or otherwise, to the extent that insofar as such Damages losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or result from are based upon any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder 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 Xxxx the Issuer or PubliCo, as the case may be, or its representatives by or on behalf of any such selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligationsupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx the Issuer or PubliCo, as the case may be, or any of its directors, officers, agents, officers or controlling Persons. Xxxx The Issuer, or PubliCo, as the case may be, may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder the holder thereof acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling If any Registrable Securities are included in any Registration Statement filed pursuant a registration statement under this Agreement, to Article II or Article III will indemnify and hold harmlessthe extent permitted by applicable law, each Selling Holder (severally and not jointly, Xxxx) shall indemnify and hold harmless the Company, its directors, officers and officers, shareholders, employees, investment advisors, agents and Affiliates, either direct or indirect (and each Person controlling Xxxx such Affiliate's directors, officers, shareholders, employees, investment advisors and agents) and each other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (eachAct, an “Xxxx Covered Person”) any other Selling Holder and any controlling Person of any such other Selling Holder against any and all Damages actually losses, claims, damages, liabilities and as expenses, including attorneys' fees and disbursements and expenses of investigation, incurred by such Xxxx Covered Person party pursuant to any actual or threatened action, suit, proceeding or investigation, to which any of the foregoing Persons may otherwise become subject under the Securities Act, common law the Exchange Act or otherwiseother federal or state laws, to the extent that insofar as such Damages (or actions or proceedings in respect thereof) losses, claims, damages, liabilities and expenses arise out of or result from are based upon any statement or alleged statement Violation, in or omission or alleged omission from each case to the Disclosure Package, extent (and only to the extent) that such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made Violation occurs in reliance upon and in conformity with written information furnished to Xxxx or its representatives by or on behalf of any selling such Selling Holder specifically expressly for use in connection with such registration statement; provided, however, that (a) the preparation indemnification required by this Section 5.2 shall not apply to amounts paid in settlement of any such Disclosure Packageloss, Registration Statementclaim, preliminarydamage, final liability or summary Prospectusexpense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, Holder Free Writing Prospectus or amendment or supplement thereto. In which consent shall not be unreasonably withheld, (b) in no event shall the liability amount of any indemnity under this Section 5.2 and of the contribution obligation of a Selling Holder hereunder be greater than under Section 5.4 exceed the net proceeds from the applicable offering received by such Holder under Selling Holder, and (c) the sale of obligation to provide indemnification hereunder shall be several, and not joint and several, among the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx or any of its directors, officers, agents, or controlling Persons. Xxxx may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to itindemnifying parties.

Indemnification by the Selling Holders. Each Holder selling In consideration of the Company's including any Registrable Securities in any Registration Statement filed pursuant to in accordance with Article II or Article III will hereof, each prospective selling Holder (each, a "Holder Indemnitor") of such Registrable Securities and any underwriter shall be deemed to have agreed to indemnify and hold harmless, severally harmless (in the same manner and not jointly, Xxxx, to the same extent as set forth in Section 6.1 hereof) the Company and its directors, officers officers, employees, managers, attorneys, investment advisors and agents and each Person person controlling Xxxx the Company within the meaning of Section 15 of the Securities Act (each, an “Xxxx Covered Person”a "Company Indemnitee") against any and all Damages actually losses, claims, damages or liabilities, joint or several, and as incurred by expenses (including any amounts paid in any settlement effected with such Xxxx Covered Person Holder Indemnitor's consent, which consent shall not be unreasonably withheld) to which the Company Indemnitees may become subject under the Securities Act, common law or otherwise, insofar and to the extent that as such Damages losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or result from and are based upon any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder 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 Xxxx the Company or its representatives by or on behalf of any such selling Holder or underwriter specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligationsupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx the Company or any of its directors, officers, agents, officers or controlling Persons. Xxxx The Company may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder the holder thereof acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, XxxxGuild, its directors, officers and agents and each Person controlling Xxxx Guild within the meaning of Section 15 of the Securities Act (each, an a “Xxxx Guild Covered Person”) against any and all Damages actually and as incurred by such Xxxx Guild Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder 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 Xxxx Guild or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx Guild or any of its directors, officers, agents, or controlling Persons. Xxxx Guild may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling In consideration of BGC Partners’ including any Registrable Securities in any Registration Statement filed pursuant to in accordance with Article II or Article III will hereof, Cantor and each other Holder selling Registrable Securities under such Registration Statement shall be deemed to have agreed to indemnify and hold harmless, jointly and severally (in the same manner and not jointly, Xxxxto the same extent as set forth in Section 6.1 hereof) BGC Partners, its directors, officers officers, managing directors and agents and each Person controlling Xxxx BGC Partners within the meaning of Section 15 of the Securities Act (each, an a “Xxxx Covered BGC Partners Person”) against any and all Damages actually and as incurred by such Xxxx Covered Person under the Securities Act, common law or otherwiseDamages, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from are related to any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder the Cantor Free Writing Prospectus for such Holder 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 Xxxx BGC Partners or its representatives by or on behalf of Cantor or any selling Holder specifically for use in the preparation of such Disclosure PackagePackage document, such Registration Statement, such preliminary, final or summary Prospectus, Holder such Cantor Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx BGC Partners or any of its directors, officers, agents, officers or controlling Persons. Xxxx BGC Partners may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that Cantor and each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling In the event of any registration of any Registrable Securities in any Registration Statement filed under the relevant Securities Law pursuant to Article II Section 3 or Article III will 4 of this Agreement, each prospective selling Holder of Registrable Securities shall, severally but not jointly, indemnify and hold harmless, severally harmless (to the extent permitted by law and not jointly, Xxxxotherwise in the same manner and to the same extent as set forth in clause (a) of this Section 6) the Company, its Affiliates, their respective directors, officers and agents officers, equityholders, agents, employees, advisors and each Person controlling Xxxx other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or the Exchange Act (eachcollectively, an the “Xxxx Covered PersonCompany Indemnified Parties” and, together with the Holder Indemnified Parties, the “Indemnified Parties”) against any and all Damages actually and as incurred by such Xxxx Covered Person under the Securities Act, common law or otherwise, with respect to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus prospectus contained therein, any Holder Free Writing Prospectus for such Holder 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 with respect to such selling Holder furnished to Xxxx or its representatives the Company by or on behalf of any such selling Holder and stated to be specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus prospectus or amendment or supplement thereto. In no event ; provided, however, that the indemnity agreement contained in this Section 6(b) shall the liability not apply to amounts paid in settlement of any such loss, claim, damage or liability if such settlement is effected without the consent of such selling Holder hereunder (which consent shall not be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligationunreasonably withheld). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx the Company or any Company Indemnified Party and shall survive the transfer of its directors, officers, agents, or controlling Persons. Xxxx may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such securities by such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to itHolder.

Indemnification by the Selling Holders. Each Holder selling In consideration of BGC Partners’ including any Registrable Securities in any Registration Statement filed pursuant in accordance with Article II, each Holder selling Registrable Securities under such Registration Statement shall be deemed to Article II or Article III will have agreed to indemnify and hold harmless, jointly and severally (in the same manner and not jointly, Xxxxto the same extent as set forth in Section 5.1 hereof) BGC Partners, its directors, officers officers, managing directors and agents and each Person controlling Xxxx BGC Partners within the meaning of Section 15 of the Securities Act (each, an a “Xxxx Covered BGC Partners Person”) against any and all Damages actually and as incurred by such Xxxx Covered Person under the Securities Act, common law or otherwiseDamages, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from are related to any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any the Holder Free Writing Prospectus for such Holder 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 Xxxx BGC Partners or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure PackagePackage document, such Registration Statement, such preliminary, final or summary Prospectus, such Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx BGC Partners or any of its directors, officers, agents, officers or controlling Persons. Xxxx BGC Partners may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VIV) applicable to it.

Indemnification by the Selling Holders. Each Holder selling In consideration of BGC Partners’ including any Registrable Securities in any Registration Statement filed pursuant to in accordance with Article II or Article III will hereof, Cantor and each other Holder selling Registrable Securities under such Registration Statement shall be deemed to have agreed to indemnify and hold harmless, jointly and severally (in the same manner and not jointly, Xxxxto the same extent as set forth in Section 6.1 hereof) BGC Partners, its directors, officers officers, managing directors and agents and each Person controlling Xxxx BGC Partners within the meaning of Section 15 of the Securities Act (each, an “Xxxx Covered BGC Partners Person”) against any and all Damages actually and as incurred by such Xxxx Covered Person under the Securities Act, common law or otherwiseDamages, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from are related to any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder the Cantor Free Writing Prospectus for such Holder 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 Xxxx BGC Partners or its representatives by or on behalf of Cantor or any selling Holder specifically for use in the preparation of such Disclosure PackagePackage document, such Registration Statement, such preliminary, final or summary Prospectus, Holder such Cantor Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx BGC Partners or any of its directors, officers, agents, officers or controlling Persons. Xxxx BGC Partners may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that Cantor and each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling If any -------------------------------------- Registrable Securities are included in any Registration Statement filed pursuant a registration statement under this Agreement, to Article II or Article III will the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless, severally and not jointly, Xxxxharmless the Company, its directors, officers and officers, shareholders, employees, investment advisors, agents and Affiliates, and each Person controlling Xxxx other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (eachand Section 20 of the Exchange Act, an “Xxxx Covered Person”) any other Selling Holder and any controlling Person of any such other Selling Holder from and against any and all Damages actually losses, claims, damages, liabilities and as expenses, including attorneys' fees and disbursements and expenses of investigation, incurred by such Xxxx Covered Person party pursuant to any actual or threatened action, suit, proceeding or investigation, to which any of the foregoing Persons may otherwise become subject under the Securities Act, common law the Exchange Act or otherwiseother federal or state laws, to the extent that insofar as such Damages (or actions or proceedings in respect thereof) losses, claims, damages, liabilities and expenses arise out of or result from are based upon any statement or alleged statement Violation, in or omission or alleged omission from each case to the Disclosure Package, extent (and only to the extent) that such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made Violation occurs in reliance upon and in conformity with written information furnished to Xxxx or its representatives by or on behalf of any selling such Selling Holder specifically expressly for use in connection with such registration statement; provided, however, that (a) the preparation indemnification required by this Section 5.2 shall not apply to amounts paid in settlement of any such Disclosure Packageloss, Registration Statementclaim, preliminarydamage, final liability or summary Prospectusexpense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, Holder Free Writing Prospectus or amendment or supplement thereto. In which consent shall not be unreasonably withheld, (b) in no event shall the liability amount of any indemnity under this Section 5.2 and of the contribution obligation of a Selling Holder hereunder be greater than under Section 5.4 exceed the net proceeds from the applicable offering received by such Holder under Selling Holder, and (c) the sale of obligation to provide indemnification hereunder shall be several, and not joint and several, among the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx or any of its directors, officers, agents, or controlling Persons. Xxxx may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to itindemnifying parties.

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, Xxxxthe Company, its directors, officers officers, and agents and each Person controlling Xxxx the Company within the meaning of Section 15 of the Securities Act (each, an a “Xxxx Company Covered Person”) against any and all Damages actually and as incurred by such Xxxx Company Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder 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 Xxxx the Company or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx the Company or any of its directors, officers, agents, or controlling PersonsCompany Covered Person. Xxxx The Company may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling If any Registrable Securities are included in any Registration Statement filed pursuant a registration statement under this Agreement, to Article II or Article III will the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless, severally and not jointly, Xxxxharmless the Company, its directors, officers and officers, shareholders, employees, investment advisors, agents and Affiliates, and each Person controlling Xxxx other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (eachand Section 20 of the Exchange Act, an “Xxxx Covered Person”) any other Selling Holder and any controlling Person of any such other Selling Holder from and against any and all Damages actually losses, claims, damages, liabilities and as expenses, including attorneys' fees and disbursements and expenses of investigation, incurred by such Xxxx Covered Person party pursuant to any actual or threatened action, suit, proceeding or investigation, to which any of the foregoing Persons may otherwise become subject under the Securities Act, common law the Exchange Act or otherwiseother federal or state laws, to the extent that insofar as such Damages (or actions or proceedings in respect thereof) losses, claims, damages, liabilities and expenses arise out of or result from are based upon any statement or alleged statement Violation, in or omission or alleged omission from each case to the Disclosure Package, extent (and only to the extent) that such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made Violation occurs in reliance upon and in conformity with written information furnished to Xxxx or its representatives by or on behalf of any selling such Selling Holder specifically expressly for use in connection with such registration statement; provided, however, that (a) the preparation indemnification required by this Section 5.2 shall not apply to amounts paid in settlement of any such Disclosure Packageloss, Registration Statementclaim, preliminarydamage, final liability or summary Prospectusexpense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, Holder Free Writing Prospectus or amendment or supplement thereto. In which consent shall not be unreasonably withheld, (b) in no event shall the liability amount of any indemnity under this Section 5.2 and of the contribution obligation of a Selling Holder hereunder be greater than under Section 5.4 exceed the net proceeds from the applicable offering received by such Holder under Selling Holder, and (c) the sale of obligation to provide indemnification hereunder shall be several, and not joint and several, among the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Xxxx or any of its directors, officers, agents, or controlling Persons. Xxxx may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to itindemnifying parties.