Common use of Indemnification by the Stockholder Clause in Contracts

Indemnification by the Stockholder. In connection with any offering (including any Disposition) in which the Stockholder is participating pursuant to Article IV or Article V, the Stockholder agrees to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) from and against any and all Liabilities arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading to the extent such Liabilities arise out of or are based upon written information furnished by the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation of, the Disclosure Package, the Registration Statement, the Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Stockholder in the transaction giving rise to such Liability.

Indemnification by the Stockholder. In connection with any offering (including any Disposition) in which the a Stockholder is participating pursuant to Article IV or Article V, such Stockholder shall promptly furnish to the Issuer in writing such information with respect to such Stockholder agrees and the distribution of the Registrable Securities as the Issuer may reasonably request or as may be required by law for use in connection with any related Registration Statement or Prospectus and all information required to be disclosed in order to make the information previously furnished to the Issuer by such Stockholder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Stockholder necessary in order to make the statements therein not misleading. Each Stockholder selling Registrable Securities pursuant to a Registration Statement and associated Prospectus agrees, severally but not jointly, to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) from and against any and all Liabilities arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading to the same extent as the indemnity from the Issuer to such Liabilities arise out of or are based upon written Stockholder under Section 7.1 hereof but only with respect to information furnished provided by the such Stockholder or on the such Stockholder’s 's behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), expressly for use in the preparation of, the Disclosure Package, the such Registration Statement, the Statement or Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2Securities; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Stockholder Indemnifying Party in the transaction giving rise to such Liability.

Indemnification by the Stockholder. In connection with If any offering (including Registrable Securities are included in any Disposition) in which the Stockholder is participating pursuant to Article IV or Article Vregistration statement, the Stockholder agrees to of such Registrable Securities so registered shall, and hereby does, indemnify and hold harmless (in the Issuersame manner and to the same extent as set forth in Section 5.1 above) the Company, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person director and officer of the Company, and each other Person, if any, who controls the Issuer or such underwriter (Company within the meaning of Section 15 of the Securities Act, with respect to all losses, claims, damages, expenses or liabilities ("Losses") from and against any and all Liabilities arising to which the Company or such control person becomes subject under the Securities Act, insofar as such Losses arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Packagesuch registration statement, the Registration Statementany preliminary prospectus, the Prospectus final prospectus or in summary prospectus contained therein, or any amendment or supplement thereto; and (b) the , or an omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining to such Stockholder and furnished to the extent Company by such Liabilities arise out of or are based upon written information furnished by the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation ofof such registration statement, the Disclosure Packagepreliminary prospectus, the Registration Statementfinal prospectus, the Prospectus or any summary prospectus, amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; supplement, provided, however, that the no Stockholder shall have any liability of the Indemnifying Party under this Section 7.2 shall be limited to 5.2 for any amount in excess of the amount of net proceeds actually received by such Stockholder from the Stockholder sale of the Registrable Securities included in the transaction giving rise to such Liabilityregistration statement.