Common use of Investor Indemnification Clause in Contracts

Investor Indemnification. Each holder will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, other holders of the Company's securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registration.

Investor Indemnification. Each holder will(i) To the extent permitted by applicable Law, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, Investor will indemnify and hold harmless the Company, each of its directors and officers, other holders of the Company's securities covered by such registration statement, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, ) and each such holderof their respective officers, each of its officers directors, partners, members, managers, shareholders, accountants, attorneys, agents and directors employees from and each person controlling such holder within the meaning of Section 15 against all losses, claims, costs, damages or liabilities (whether joint or several) to which any of the foregoing Persons may become subject, under U.S. Securities ActLaws or otherwise, against all insofar as such losses, claims, losses, damages and or liabilities (or actions in respect thereofthereto) arising arise out of or are based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular including any preliminary prospectus or other documentFinal Prospectus contained therein or any amendments or supplements thereto, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such directors, officers, persons, underwriters or control persons any Person intended to be indemnified pursuant to this Section 4.5(b) for any legal or any other expenses reasonably incurred, as such expenses are incurred, incurred by them in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but in the case of the Company or such other holder or their officers, directors or controlling persons, only to the extent extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementRegistration Statement, prospectusincluding any preliminary prospectus or Final Prospectus contained therein or any amendments or supplements thereto, offering circular or other document in reliance upon and in conformity with written information furnished to the Company and signed by an instrument duly executed by such holder the Investor and stated intended to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registration.

Investor Indemnification. Each holder stockholder of the Company holding Registrable Securities will, if Registrable Securities held by such holder stockholder are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company's ’s securities covered by such registration statementRegistration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on on: (i) any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such stockholder and stated to be specifically for use therein, or (ii) any violation by such holder stockholder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holderstockholder, and in each case, such stockholder will reimburse the Company, each such other holderstockholder, such and directors, officers, persons, underwriters or control persons of the Company and the other I for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(iiSection 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying holder stockholder (which consent shall not be unreasonably withheld or delayed). The liability of any holder stockholder for indemnification under this Section 6(d6(b) in its capacity as a seller of Registrable Securities shall not exceed the lesser greater of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the of net proceeds to such holder stockholder of the securities sold in any such registrationregistration and (ii) the purchase price of the Shares paid by such stockholder.

Investor Indemnification. Each holder will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, other holders of the Company's securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holderInvestor, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder Investors or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registration.

Investor Indemnification. Each holder Investor holding Registrable Securities will, if Registrable Securities held by such holder Investor are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company's ’s securities covered by such registration statementRegistration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holderInvestor, and will reimburse the Company, each such other holder, such and directors, officers, persons, underwriters or control persons of the Company and the other holders for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder holders or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementRegistration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder Investor and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii2(e)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying holder Investor (which consent shall not be unreasonably withheld or delayed). The liability of any holder Investor for indemnification under this Section 6(d2(e) in its capacity as a seller of Registrable Securities shall not exceed the lesser amount of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder Investor of the securities sold in any such registration.

Investor Indemnification. Each holder willWithout limitation of any other provision of this Agreement or any agreement executed in connection herewith, if Registrable Securities held by such holder are included in the securities as Company agrees to which such registration is being effecteddefend, indemnify the Companyand hold each Stockholder, each its Affiliates and direct and indirect partners (including partners of its directors partners and stockholders and members of partners), members, stockholders, directors, officers, other holders of the Company's securities covered by such registration statement, employees and agents and each person who controls the Company such Stockholder within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of or Section 15 20 of the Securities ActExchange Act (collectively, the “Stockholder Indemnified Parties” and, individually, an “Stockholder Indemnified Party”) harmless from and against any and all claimsdamages, liabilities, losses, damages taxes, fines, penalties, reasonable costs and liabilities expenses (including reasonable fees of a single counsel representing the Stockholder Indemnified Parties), as the same are incurred, of any kind or actions in respect thereof) nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any such Stockholder Indemnified Party (“Losses”), based on upon, arising out of, or by reason of any untrue statement (third party or alleged untrue statement) of a material fact contained governmental claims relating in any way to (i) such registration statementStockholder Indemnified Party’s status as a security holder, prospectuscreditor, offering circular director, agent, representative or other document, controlling person of the Company or (ii) such Stockholder Indemnified Party’s involvement with the Company (including any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such holder of and all Losses under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, state at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder to any fiduciary obligation owed with respect thereto), including in connection with any third party or their officersgovernmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Stockholder Indemnified Party as security holder, directors director, agent, representative or controlling personsperson of the Company or otherwise, only alleging so called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Losses arise from and are based on (A) an untrue statement (or omission or alleged untrue statement) statement or omission (in a registration statement or alleged omission) prospectus which is made in such registration statement, prospectus, offering circular or other document in reliance upon on and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such holder and stated to be Stockholder Indemnified Party specifically for use inclusion therein; provided, furtheror (B) conduct by a Stockholder Indemnified Party which constitutes fraud or willful misconduct. For the sake of clarity and the avoidance of doubt, that the indemnity agreement contained in this Subsection 6(d)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying holder (which consent a Stockholder Indemnified Party shall not be unreasonably withheld or delayed). The liability of any holder for entitled to indemnification under this Section 6(d) 7.1 in its capacity as a seller respect of Registrable Securities shall not exceed the lesser of (i) any claim that proportion such Stockholder Indemnified Party violated any of the total provisions of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion this Agreement. 16 Issuance of the total securities sold under such registration statement by such holder, and New Securities (iipre-emptive rights) the amount equal to the net proceeds to such holder of the securities sold in any such registrationprovision.

Investor Indemnification. Each holder willInvestor shall, if Registrable Securities held by such holder are included in the securities as to which such registration is being effectedseverally and not jointly, indemnify and hold harmless the CompanyCorporation, each of its directors and directors, officers, other holders of the Company's securities covered by such registration statementagents and employees, each person who controls the Company Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and each the directors, officers, agents or employees of such holdercontrolling persons, each of its officers to the fullest extent permitted by applicable law, from and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claimsLosses, lossesas incurred, damages and liabilities (or actions in respect thereof) arising out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular or other documentany prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the Company or such other holder or their officerscircumstances under which they were made) not misleading to the extent, directors or controlling persons, but only to the extent extent, that such untrue statement (statements or alleged untrue statement) or omission (or alleged omission) is made omissions are based solely upon information regarding such Investor furnished in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished writing to the Company by an instrument duly executed Corporation by such holder and stated to be specifically Investor expressly for use therein; provided. In no event shall the liability of an Investor be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation. Notwithstanding the foregoing, further, that the indemnity agreement contained in this Subsection 6(d)(ii) such Investor’s indemnification obligations shall not apply to amounts paid in settlement of any such loss, claim, damage, liability Losses or action if such settlement is effected without the prior written consent of such indemnifying holder the Investor (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The liability of any holder for indemnification under this Section 6(dCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE INFORMATION (I) in its capacity as a seller of Registrable Securities shall not exceed the lesser of IS NOT MATERIAL AND (iII) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registrationWOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

Investor Indemnification. Each holder will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, other holders of the Company's ’s securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holderInvestor, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder Investors or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii2(d)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d2(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registration.

Investor Indemnification. Each holder will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, other holders of the Company's ’s securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registration.

Investor Indemnification. Each holder willWithout limitation of any other provision of this Agreement or any agreement executed in connection herewith, if Registrable Securities held by such holder are included in the securities as Company agrees to which such registration is being effecteddefend, indemnify the Companyand hold each Investor Stockholder and Warrantholder, each their respective Affiliates and direct and indirect partners (including partners of its directors partners and stockholders and members of partners), members, stockholders, directors, officers, other holders of the Company's securities covered by such registration statement, employees and agents and each person who controls the Company any of them within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of or Section 15 20 of the Securities ActExchange Act (collectively, the “Investor Indemnified Parties” and, individually, an “Investor Indemnified Party”) harmless from and against any and all claimsdamages, liabilities, losses, damages taxes, fines, penalties, reasonable costs and liabilities expenses (including, without limitation, reasonable fees of a single counsel representing the Investor Indemnified Parties), as the same are incurred, of any kind or actions in respect thereof) nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any such Investor Indemnified Party (“Losses”), based on upon, arising out of, or by reason of (i) any untrue statement (breach of any representation or alleged untrue statement) of a material fact contained warranty made by the Company to such Equityholder in this Agreement or any other Transaction Document or in any such registration statement, prospectus, offering circular or other documentagreement executed in connection herewith or, or (ii) any omission third party or governmental claims relating in any way to such Investor Indemnified Party’s status as a security holder, creditor, director, agent, representative or controlling person of the Company or otherwise relating to such Investor Indemnified Party’s involvement with the Company (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingincluding, or without limitation, any violation by such holder of and all Losses under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, state at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any securities laws of the Company or to any rule or regulation promulgated under such laws applicable to such holderfiduciary obligation owed with respect thereto), and will reimburse the Companyincluding, each such other holder, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurredwithout limitation, in connection with investigating any third party or defending governmental action or claim relating to any such claimaction taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Investor Indemnified Party as security holder, lossdirector, damageagent, liability representative or action, but in the case controlling person of the Company or such other holder otherwise, alleging so called control person liability or their officerssecurities law liability; provided, directors or controlling personshowever, only that the Company will not be liable to the extent that such Losses arise from and are based on (A) an untrue statement (or omission or alleged untrue statement) statement or omission (in a registration statement or alleged omission) prospectus which is made in such registration statement, prospectus, offering circular or other document in reliance upon on and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such holder and stated to be Investor Indemnified Party specifically for use inclusion therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(iior (B) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability conduct by an Investor Indemnified Party which constitutes fraud or action if such settlement is effected without the consent of such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registrationwillful misconduct.

Investor Indemnification. Each holder of Registrable Securities will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, other holders of the Company's ’s securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such and directors, officers, persons, underwriters or control persons of the Company and the other holders for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder holders or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii2(d)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d2(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser amount of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registration.