Common use of Indemnification of Holders Clause in Contracts

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, and each underwriter of the Registrable Securities so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (iii) any violation by the Company of the Securities Act, the Exchange Act, a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors of such Holder, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors of each Holder, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors of such Holder, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors of such Holder, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors of such Holder, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder within the meaning of the Securities Act or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each ConfidentialPage 68/28/2019 such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating ing, defending, or defending settling any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, and each underwriter Holder of the Registrable Securities Shares so registered registered, each of such Holder’s Affiliates (including any broker or dealer through whom such shares may be sold) and without limitation each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or under any other statute or at common state securities law or otherwise(collectively, “Applicable Securities Laws”), and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter Affiliate and each such controlling personofficer, director, employee, partner, agent or member, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating investigating, preparing or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Applicable Securities Act, the Exchange Act, a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities lawLaws in connection with such registration; provided, however, that the indemnity contained in this Section 2.3(a2.5(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such Holder, any such underwriter Registrable Shares or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder, the partners, officers and directors Holder of each Holder, any underwriter Registrable Shares or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such HolderHolder of Registrable Shares, the partners, officers and directors of such Holder, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such HolderHolder of Registrable Shares, the partners, officers and directors of such Holder, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such Holder, any such underwriter Registrable Shares or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a2.5(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a2.5(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder within the meaning of the Securities Act or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating investigating, defending, or defending settling any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company If Retalix registers any of the Registrable Securities Shares under the Securities ActAct pursuant to this Agreement, the Company will Retalix shall indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares (including their officers, directors, affiliates and partners) so registered (including any broker or dealer through whom such shares may be sold) and each personPerson, if any, who controls such a Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof)liabilities, joint or several, to which they or any of them become subject under the Securities Act Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will shall reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling personPerson, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, them in connection with investigating or defending any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the final prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (iiRetalix) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading misleading, or (iii) any violation by the Company Retalix of the Securities Act, the Exchange Act, a state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; providedlaw applicable to Retalix and relating to action or inaction required of Retalix in connection with such registration, however, that the indemnity contained in this Section 2.3(aunless (i) will not apply where such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or amended, amended preliminary prospectus or final prospectus in reliance upon and in conformity with information furnished to Retalix in writing to the Company in connection therewith by any such Holder, Holder (in the partners, officers and directors case of indemnification of such Holder), any such underwriter (in the case of indemnification of such underwriter) or any such controlling person Person (in the case of indemnification of such controlling Person) expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors of each Holder, any underwriter ; (ii) such untrue statement or any controlling person of notice of the commencement of any action alleged untrue statement or omission or alleged omission was corrected in respect a final or amended prospectus copies of which indemnity may be sought against the Company, were delivered to such Holder, the partners, officers and directors of such Holder, Holder or such underwriter on a timely basis, and such Holder or such controlling person, as the case may be, will notify the Company in writing underwriter failed to deliver a copy of the commencement thereof, and, subject final or amended prospectus at or prior to the provisions hereinafter statedconfirmation of the sale of the Registrable Shares to the Person asserting any such loss, the Company shall assume the defense of such action (including the employment of counselclaim, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors of such Holder, such underwriter damage or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect any case where such delivery is required by the Securities Act; or (iii) the sale of which indemnity may be sought against the Company. Such Holder, Registrable Shares to the partners, officers and directors of such Holder, Person asserting any such underwriter loss, claim, damage or any such controlling person shall have liability occurred after Retalix gave notice to the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation Holders of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf suspension of the Company would be inappropriate due to conflicts use of interest between any such person and any other party represented by such counsel the Resale Prospectus in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this accordance with Section 2.3(a2.1(b) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigationhereof.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities under the Securities Act, the Company will will, to the extent permitted by law, indemnify and hold harmless each Holder, the its legal counsel and independent accountants, and each of their officers, directors and partners, officers and directors of each Holder, and each underwriter of the Registrable Securities so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Exchange Act, a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a2.4(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Securities, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Securities, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Securities, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Securities, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Securities, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of one (1) such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a2.4(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a2.4(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom which such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) the any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use thereintherein or arises from such Holder's breach of its obligations under this Agreement. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the reasonable fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s 's consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company If NetScout registers any of the Registrable Securities Shares under the Securities ActAct pursuant to this Agreement, the Company will NetScout shall indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares (including their officers, directors, affiliates and partners) so registered (including any broker or dealer through whom such shares may be sold) and each personPerson, if any, who controls such a Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof)liabilities, joint or several, to which they or any of them become subject under the Securities Act Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will shall reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling personPerson, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, them in connection with investigating or defending any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the final prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (iiNetScout) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading misleading, or (iii) any violation by the Company NetScout of the Securities Act, the Exchange Act, a state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; providedlaw applicable to NetScout and relating to action or inaction required of NetScout in connection with such registration, however, that the indemnity contained in this Section 2.3(aUNLESS (i) will not apply where such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or amended, amended preliminary prospectus or final prospectus in reliance upon and in conformity with information furnished to NetScout in writing to the Company in connection therewith by any such Holder, Holder (in the partners, officers and directors case of indemnification of such Holder), any such underwriter (in the case of indemnification of such underwriter) or any such controlling person Person (in the case of indemnification of such controlling Person) expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors of each Holder, any underwriter ; (ii) such untrue statement or any controlling person of notice of the commencement of any action alleged untrue statement or omission or alleged omission was corrected in respect a final or amended prospectus copies of which indemnity may be sought against the Company, were delivered to such Holder, the partners, officers and directors of such Holder, Holder or such underwriter on a timely basis, and such Holder or such controlling person, as the case may be, will notify the Company in writing underwriter failed to deliver a copy of the commencement thereof, and, subject final or amended prospectus at or prior to the provisions hereinafter statedconfirmation of the sale of the Registrable Shares to the Person asserting any such loss, the Company shall assume the defense of such action (including the employment of counselclaim, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors of such Holder, such underwriter damage or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect any case where such delivery is required by the Securities Act; or (iii) the sale of which indemnity may be sought against the Company. Such Holder, Registrable Shares to the partners, officers and directors of such Holder, Person asserting any such underwriter loss, claim, damage or any such controlling person shall have liability occurred after NetScout gave notice to the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation Holders of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf suspension of the Company would be inappropriate due to conflicts use of interest between any such person and any other party represented by such counsel the Resale Prospectus in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this accordance with Section 2.3(a2.2(b) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigationhereof.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom which such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a2(d)(i) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a2(d)(i) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a2(d)(i) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, to the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute federal or state law or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary final prospectus or in the prospectus contained therein (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a1.5(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a1.5(a) for any settlement of any such action effected without the Company’s 's consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a1.5(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder within the meaning of the Securities Act or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder's directors and officers, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating investigating, defending, or defending settling any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s 's consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. (a) In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares (including their officers, directors, affiliates and partners) so registered (including any broker or dealer through whom such shares may be sold) and each personPerson, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof)liabilities, joint or several, to which they or any of them become subject under the Securities Act Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling personPerson, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, them in connection with investigating or defending any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the final prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (iii) any violation by the Company of the Securities Act, the Exchange Act, a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors of such Holder, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors of each Holder, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors of such Holder, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors of such Holder, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors of such Holder, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a2.5(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a2.5(a) for any settlement of any such action effected without the Company’s 's consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a2.5(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In To the event that the Company registers any of the Registrable Securities under the Securities Actextent permitted by law, the Company will indemnify and hold harmless each Holder, each of its equityholders, officers, directors, agents, employees, advisors and partners and each person controlling such Holder within the partnersmeaning of Section 15 of the Securities Act, officers and directors of each Holderwith respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each any underwriter (as defined in the Securities Act) of the Registrable Securities so registered (including any broker or dealer through whom such shares may be sold) and each personofferings effected pursuant to this Agreement, if any, and each person who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from Act, as and when incurred, against any and all lossesexpenses, claims, damageslosses, expenses damages or liabilities (or any action actions in respect thereof), joint or severalincluding, to which they or without limitation, any of them become subject under the Securities Act foregoing incurred in settlement of any litigation, commenced or under any other statute or at common law or otherwisethreatened (including attorneys’ fees and expenses), and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise arising out of or are based upon (i) on any untrue statement or alleged untrue statement of a material fact contained in the any registration statement, in prospectus, offering circular or other document, or any preliminary amendment or amended preliminary prospectus supplement thereto, incident to any such registration, qualification or in the prospectus compliance, or based on any omission (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (iialleged omission) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading misleading, or (iii) any violation by the Company of the Securities Act, the Exchange Act, a any state securities law laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; providedlaws applicable to the Company in connection with any such registration, howeverqualification or compliance, and the Company will reimburse each such Holder of Registrable Securities, each of its equityholders, officers, directors, agents, employees, advisors and partners and each person controlling such Holder, any underwriter of offerings effected pursuant to this Agreement, if any, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the indemnity contained in this Section 2.3(a) Company will not apply where be liable to any such person in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission was (or alleged untrue statement or omission), made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by an instrument duly executed by such Holder, the partners, officers and directors of such Holder, any such underwriter or any such controlling person expressly or underwriter and stated to be specifically for use therein. Promptly after receipt by any Holder, therein or the partners, officers and directors of each Holder, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors of such Holder, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement preparation thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors of such Holder, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors of such Holder, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company -------------------------- registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom which such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) the any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a2.4(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use thereintherein or arises from such Holder's breach of its obligations under this Agreement. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the reasonable fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a2.4(a) for any settlement of any such action effected without the Company’s 's consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a2.4(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, to the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute federal or state law or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary final prospectus or in the prospectus contained therein (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a1.7(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a1.7(a) for any settlement of any such action effected without the Company’s 's consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a1.7(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. (a) In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares (including their officers, directors, affiliates and partners) so registered (including any broker or dealer through whom such shares may be sold) and each personPerson, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof)liabilities, joint or several, to which they or any of them become subject under the Securities Act Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, Person if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, them in connection with investigating or defending any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the final prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, or (iii) any violation by the Company of the Securities Act, the Exchange Act, a state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; providedlaws applicable to the Company and relating to action or inaction required of the Company in connection with such registration, however, that the indemnity contained in this Section 2.3(aunless (i) will not apply where such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or amended, amended preliminary prospectus or final prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by any such Holder, holder of Registrable Shares or its controlling person (in the partners, officers and directors case of indemnification of such Holderholder or its controlling person), or any such underwriter or any such its controlling person (in the case of indemnification of such underwriter or its controlling person) expressly for use therein. Promptly after receipt , or unless (ii) in the case of a sale directly by any Holder, the partners, officers and directors such Holder of each Holder, (including a sale of such Registrable Shares through any underwriter or any controlling person retained by such holder of notice of the commencement of any action Registrable Shares to engage in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors a distribution on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of which were delivered to such Holder or such underwriter or on a timely basis, and such controlling person, as the case may be, will notify the Company in writing Holder failed to deliver a copy of the commencement thereof, and, subject final or amended prospectus at or prior to the provisions hereinafter statedconfirmation for the sale of the Registrable Shares to the person asserting any such loss, the Company shall assume the defense of such action (including the employment of counselclaim, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors of such Holder, such underwriter damage or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors of any case where such Holder, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving delivery is required by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigationSecurities Act.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder within the meaning of the Securities Act or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder’s directors and officers, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating investigating, defending, or defending settling any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Exchange Act, a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder within the meaning of the Securities Act or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each ConfidentialPage 1010/10/2019 such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating ing, defending, or defending settling any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the The Company registers any of the Registrable Securities under the Securities Actwill, the Company will and hereby agrees to, indemnify and hold harmless (i) each Holder, each Vendor Limited Partner and the respective Affiliates of each of the foregoing, (ii) the respective directors, officers, members, partners, officers employees, advisors, representatives and directors agents of each HolderPerson listed or described in clause (i), and (iii) each underwriter of the Registrable Securities so registered (including any broker or dealer through whom such shares may be sold) and each personPerson, if any, who controls such Holder or any such underwriter "controls" (within the meaning of Section 15 the Securities Act) any of the Securities Act from and Persons listed or described in clause (i) or (ii), against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof)liabilities, joint or several, or actions or proceedings in respect thereof to which they such Holder or any of them other Person entitled to indemnification hereunder may become subject under the Securities Act or under any other statute or at common law Act, or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions or proceedings in respect thereof arise out of of, or are based upon upon, (ix) any untrue statement or alleged untrue statement (for the avoidance of doubt, as of any date) of any material fact contained in any Applicable Registration Statement, any preliminary prospectus, prospectus, summary prospectus or prospectus supplement included in or related to any such Registration Statement or otherwise relating to any of the Registrable Securities, any documents incorporated by reference in any of the foregoing, or any amendment or supplement to any of the foregoing, (y), the omission or alleged omission (for the avoidance of doubt, as of any date) to state in any of the documents described in clause (x) a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (z) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any of the documents described in clause (x), or otherwise in connection with such registration, and the Company will reimburse such Holder or other Person entitled to indemnification hereunder for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action or proceeding; provided, however, that the Company will not be so liable to such Holder (or the Holder Representative, or any Vendor Limited Partner that is a limited partner of such Holder) to the extent any such loss, claim, damage, liability or action or proceeding arises out of, or is based upon, an untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) the an omission or alleged omission to state therein a material fact required in any such Registration Statement, any such preliminary prospectus, prospectus, summary prospectus or prospectus supplement, or any such amendment or supplement to any of the foregoing, in each case, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of such Holder specifically for use therein; and provided, further, that the Company will not be stated therein liable, and this indemnification agreement shall not apply, in any such case to the extent any such loss, claim, damage, liability or necessary in order action is attributable to make the statements therein not misleading failure of such Holder (or (iii) any violation underwriter, or agent acting on its behalf, with respect to the Registrable Securities), after having been provided by the Company with a final prospectus (or amendment or supplement thereto) (an "UPDATED DOCUMENT") that corrects a material misstatement or omission contained in the preliminary prospectus, to use such Updated Document in the place of such preliminary prospectus. Without limitation of Section 4.1(s) hereof, the Company will also indemnify and hold harmless (1) underwriters, selling brokers, dealers, dealer managers, market makers, and similar securities industry professionals, participating in any distribution of any of the Registrable Securities, and their respective officers, directors, members, partners, employees, advisors, representatives and agents, and (2) each Person who "controls" (within the meaning of the Securities Act) any of the Persons described in clause (1), to the Exchange Actsame extent as provided above with respect to the indemnification of the Holders, a state securities law or any rule or regulation under if so requested by the Securities ActHolder Representative, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity except with respect to information furnished in writing to specifically for use in any prospectus or Registration Statement by any selling Holders (or the Company in connection therewith by such Holder, the partners, officers and directors of such Holder, any such underwriter Holder Representative) or any such controlling person expressly for use therein. Promptly after receipt by any Holder, the partners, officers and directors of each Holder, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors of such Holder, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors of such Holder, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors of such Holder, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigationunderwriters.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof)liabilities, joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (iii) any violation by the Company of the Securities Act, the Exchange Act, a state securities law or any rule or regulation promulgated under the Securities ActAct applicable to the Company and relating to action or inaction required of the Company in connection with such registration, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a) will not apply where unless such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors of such Holder, any such underwriter or any such controlling person expressly for use therein; PROVIDED, HOWEVER, that the Company's obligations hereunder shall be limited to an amount equal to the proceeds received by the Company pursuant to such registration. Promptly after receipt by any Holder, the partners, officers and directors of each Holder, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors of such Holder, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors of such Holder, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors of such Holder, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, but the fees and expenses of such separate counselcounsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld)'s consent. The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld)2.5, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Securities Shares under the Securities Act, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, Holder and each underwriter of the Registrable Securities Shares so registered (including any broker or dealer through whom which such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) the omission or alleged any omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 2.3(a) will not apply where such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person expressly for use thereintherein or arises from such Holder’s breach of its obligations under this Agreement. Promptly after receipt by any Holder, the partners, officers and directors Holder of each HolderRegistrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder, the partners, officers and directors Holder of such HolderRegistrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder, the partners, officers and directors of such Holder, partner, officer or director of such Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the reasonable fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.3(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 2.3(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.