Common use of By the Holder Clause in Contracts

By the Holder. To the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter and any other person or entity, selling securities under such registration statement or such person’s or entity’s partners, officers, shareholders, employees, representatives and directors and any person or entity who controls such person or entity within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such officer or director, controlling person, underwriter or other such person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity may become subject under the Securities Act, the Exchange Act or other federal or state securities or blue sky law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such officer or director, controlling person, underwriter or other person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this paragraph 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 the Holder, which consent shall not be unreasonably withheld or delayed; and provided further, that the total amounts payable in indemnity by the Holder under this subsection, subsection (d) of this Section 6.5 or otherwise in respect of any and all Violations shall not exceed in the aggregate the net proceeds received by the Holder in the registered offering out of which such Violations arise.

By the Holder. To the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter and any other person or entity, selling securities under such registration statement or such person’s 's or entity’s 's partners, officers, shareholders, employees, representatives and directors and any person or entity who controls such person or entity within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such officer or director, controlling person, underwriter or other such person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity may become subject under the Securities Act, the Exchange Act or other federal or state securities or blue sky law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any violationViolation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such officer or director, controlling person, underwriter or other person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this paragraph 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 the Holder, which consent shall not be unreasonably withheld or delayed; and provided further, that the total amounts payable in indemnity by the Holder under this subsection, subsection (d) of this Section 6.5 6.7 or otherwise in respect of any and all Violations shall not exceed in the aggregate the net proceeds received by the Holder in the registered offering out of which such Violations arise.

By the Holder. To The Holder will, if Registrable Securities held by such Holder are included in the extent permitted by lawsecurities as to which such registration, the Holder will qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directorsdirectors and officers and its legal counsel and independent accountants, each underwriter, if any, of its officers who have signed the Company's securities covered by such a registration statement, each person, if any, person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other holder of securities included in any underwriter and any other person or entityregistration effected pursuant to Section 6(c), selling securities under such registration statement or such person’s or entity’s partners, officers, shareholders, employees, representatives each of their officers and directors and any each person or entity who controls controlling such person or entity holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such officer or director, controlling person, underwriter or other such person or entity, partner, officer, shareholder, employee, representative, director or controlling person Section 15 of such person or entity may become subject under the Securities Act, the Exchange Act or other federal or state securities or blue sky lawagainst all claims, insofar as such losses, claims, damages or and liabilities (or actions in respect theretothereof) arise arising out of or are based upon on any violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, 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, in each case to light of the extent (circumstances in which they were made, not misleading, and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse the Company, such holders, such directors, officers, legal counsel, independent accountants, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred by the Company or any such officer or director, controlling person, underwriter or other person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity in connection with investigating or defending any such claim, loss, claim, damage, liability or action; provided, howeverin each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus or other document in reliance upon and in conformity with information furnished to the indemnity agreement contained Company expressly for use in this paragraph shall not apply to amounts paid in settlement of any connection with such loss, claim, damage, liability or action if registration by such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld or delayed; and provided further, that the total amounts payable in indemnity by the Holder under this subsection, subsection (d) of this Section 6.5 or otherwise in respect of any and all Violations shall not exceed in the aggregate the net proceeds received by the Holder in the registered offering out of which such Violations arise.

By the Holder. To The Holder will, if Shares held by such Holder are included in the extent permitted by lawsecurities as to which such registration, the Holder will qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directorsdirectors and officers and its legal counsel and independent accountants, each underwriter, if any, of its officers who have signed the Company's securities covered by such a registration statement, each person, if any, person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other holder of securities included in any underwriter and any other person or entityregistration effected pursuant to Section 11(a), selling securities under such registration statement or such person’s or entity’s partners, officers, shareholders, employees, representatives each of their officers and directors and any each person or entity who controls controlling such person or entity holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such officer or director, controlling person, underwriter or other such person or entity, partner, officer, shareholder, employee, representative, director or controlling person Section 15 of such person or entity may become subject under the Securities Act, the Exchange Act or other federal or state securities or blue sky lawagainst all claims, insofar as such losses, claims, damages or and liabilities (or actions in respect theretothereof) arise arising out of or are based upon on any violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, 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, in each case to light of the extent (circumstances in which they were made, not misleading, and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse the Company, such holders, such directors, officers, legal counsel, independent accountants, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred by the Company or any such officer or director, controlling person, underwriter or other person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity in connection with investigating or defending any such claim, loss, claim, damage, liability or action; provided, howeverin each case to the extent, but only to the extent, that the indemnity agreement contained such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in this paragraph shall not apply to amounts paid such registration statement, prospectus or other document in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld or delayed; reliance upon and provided further, that the total amounts payable in indemnity by the Holder under this subsection, subsection (d) of this Section 6.5 or otherwise in respect of any and all Violations shall not exceed in the aggregate the net proceeds received by the Holder in the registered offering out of which such Violations arise.conformity with information furnished

By the Holder. To In connection with any Registration Statement in which the extent permitted by lawHolder is participating pursuant to this Agreement, the Holder will shall promptly furnish to the Company in writing such information with respect to the Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by the Holder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to the Holder necessary in order to make the statements therein not misleading. The Holder agrees to indemnify and hold harmless the CompanyCompany and its Affiliates, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter and any other person or entity, selling securities under such registration statement or such person’s or entity’s partners, officers, shareholdersagents, employeesand representatives, representatives and directors and any person or entity who controls such person or entity within to the meaning of same extent as the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which foregoing indemnity from the Company or any such officer or director, controlling person, underwriter or other such person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity may become subject under the Securities Act, the Exchange Act or other federal or state securities or blue sky law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any violation, in each case to the extent Holder, but only (and only to the extentx) that if such Violation occurs statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to the Holder furnished in writing to the Company by the Holder expressly for use in connection with such registration; and Registration Statement or prospectus, (y) for any Liability which arises out of or is based upon offers or sales by the Holder will reimburse any legal or other expenses reasonably incurred “by means of” (as defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities Act Rule 405) that was not authorized in writing by the Company Company, or (z) for any liability which was caused by the Holder’s failure to deliver or make available to the Holder’s immediate purchaser a copy of the Registration Statement or prospectus or any such officer amendments or director, controlling person, underwriter supplements thereto (if the same was required by applicable law to be delivered or other person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity in connection with investigating or defending any such loss, claim, damage, liability or actionmade available); provided, however, that (x) the indemnity agreement contained Holder shall not be liable hereunder for any amounts in this paragraph excess of the net proceeds received by the Holder pursuant to such registration, and (y) the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such lossclaims, claimlosses, damagedamages, liability or action liabilities (or actions in respect thereof) if such settlement is effected without the consent of the Holder, Holder (which consent shall not be unreasonably withheld withheld, conditioned, or delayed; ). The Holder agrees to indemnify and provided furtherhold harmless the Company and its Affiliates, that the total amounts payable in indemnity directors, officers, agents, and representatives, from and against all Liabilities caused by the Holder under this subsection, subsection (d) of this Section 6.5 or otherwise in respect of Holder’s failure to pay any and all Violations shall not exceed in the aggregate the net proceeds received by the Holder in the registered offering out of which such Violations ariseRegistration Expenses.