Common use of By Holder Clause in Contracts

By Holder. The Holder will, if Registrable Securities held by the Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, each of its officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter 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, and will reimburse the Company, such directors, officers, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in 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, offering circular or other document in reliance upon and in conformity with written information regarding the Holder furnished to the Company by an instrument duly executed by the Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of the Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by the Holder, unless such liability arises out of or is based on willful misconduct by the Holder.

By Holder. The To the extent permitted by law, Holder will, if Registrable Securities held by the Holder are included in the securities as to which such registration, qualification or compliance is being effected, will indemnify and hold harmless the Company, each of its directors, each of its officersofficers who have signed the registration statement, each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, any underwriter and any other security holder of the Company selling securities under such registration statement or any of such other security holder’s partners, members, directors or officers or any person who controls such security holder within the meaning of the Securities Act or the Exchange Act, against all any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such security holder, partner or director, officer or controlling person of such other security holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages and or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon 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, and will reimburse the Company, such directors, officers, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionViolation, in each case to the extent, but 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 Violation occurs in reliance upon and in conformity with written information regarding the furnished by Holder furnished to expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other security holder, partner, member, officer, director or controlling person of such other security holder in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this subsection 2.4(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 Holder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by an instrument duly executed by the Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of the a Holder under this subsection (bSection 2.4(b) in respect of any Violation shall be limited not exceed the net proceeds received by Holder in an amount equal to the public registered offering price of the shares sold by the Holder, unless such liability arises out of or is based on willful misconduct by the Holderwhich such Violation arises.

By Holder. The Holder will, if Registrable Securities held by the Holder are included in the securities as agrees to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, and each of its officers, officers who has signed any Piggyback Registration Statement (or any amendment thereof) and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act, ) against all claims, any losses, damages and or liabilities ("Losses") to which the Company, or any such director, officer or controlling Person of the Company may become subject under such Securities Act, the Exchange Act or otherwise, insofar as Losses (or actions in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such registration statement, prospectus, offering circular or other document, the Piggyback Registration Statement (or any amendment thereof) or arise out of or are based upon the omission (or the alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall apply only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and will in conformity with information furnished by Holder in writing expressly for use in the preparation thereof. Holder agrees to reimburse the CompanyCompany and any such director, such directors, officers, persons, underwriters officer or controlling persons person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in 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, offering circular or other document in reliance upon and in conformity with written information regarding the Holder furnished to the Company by an instrument duly executed by the Holder and stated to be specifically for use thereinLoss. Notwithstanding the foregoing, the The liability of the Holder under this subsection (b) Section 3.1 shall be limited in an amount equal no event exceed the proceeds received by Holder from sales of Elected Registrable Shares giving rise to the public offering price of the shares sold by the Holder, unless such liability arises out of or is based on willful misconduct by the Holderobligations.

By Holder. The In connection with any registration statement in which a Holder will, if of Registrable Securities held by is participating, each such Holder will furnish to the Holder are Issuer in writing such information and affidavits relating to disclosure concerning the holder required to be included in the securities registration statement as the Issuer reasonably requests for use in connection with any such registration statement or prospectus and, to which such registrationthe extent permitted by law, qualification or compliance is being effected, will indemnify the CompanyIssuer, each of its directors, each of its officers, each underwriter, if any, of the Company's securities covered by such a registration statement, directors and officers and each person who controls the Company or such underwriter Issuer (within the meaning of Section 15 of the Securities Act) against any losses, against all claims, lossesdamages, damages liabilities and liabilities (or actions in respect thereof) arising out of or based on expenses resulting from any untrue statement (or alleged untrue statement) statement of a material fact contained in any such the registration statement, prospectus, offering circular prospectus or other document, preliminary prospectus or any amendment thereof or supplement thereto or 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, and will reimburse the Company, such directors, officers, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (is contained in any information or alleged omission) is made affidavit so furnished in writing by such Holder; provided, however, that the obligation to indemnify will be several, not joint and several, among such holders of Registrable Securities and the liability of each Holder of Registrable Securities will be in proportion to and limited to the net amount received by such holder from the sale of Registrable Securities pursuant to such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information regarding the Holder furnished to the Company by an instrument duly executed by the Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of the Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by the Holder, unless such liability arises out of or is based on willful misconduct by the Holder.

By Holder. The To the extent permitted by law, Holder will, if Registrable Securities held by will indemnify --------- and hold harmless the Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the CompanyParent, each of its directors, each of its officersofficers who have signed the registration statement, each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter Parent within the meaning of Section 15 of the Securities Act and any underwriter against any losses, claims or liabilities to which such person may become subject under the Securities Act, against all the Exchange Act or other federal or state law, insofar as such losses, claims, losses, damages and or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon 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, and will reimburse the Company, such directors, officers, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionViolation, in each case to the extent, but 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 Violation occurs in reliance upon and in conformity with written information regarding the furnished by Holder furnished to the Company by an instrument duly executed expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Holder and stated Parent or any such director, officer, controlling person or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.7(b) shall not apply to be specifically for use therein. Notwithstanding amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the foregoing, the liability consent of the Holder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by Holder under this subsection (b1.7(b) shall be limited in an respect of any Violation, together with the amount equal to the public offering price of the shares sold by the any damages that such Holder, unless its directors, officers or any person who controls such liability arises Holder has otherwise been required to pay by reason of such Violation shall not exceed the net proceeds received by such Holder in the registered offering out of or is based on willful misconduct by the Holderwhich such Violation arises.

By Holder. The Holder will, if In connection with the registration or sale of shares of Registrable Securities held by the Holder pursuant to this Agreement, each holder whose Registrable Securities are included in the securities as to which such registrationregistration being effected under this Agreement, qualification or compliance is being effected, shall indemnify the Company, and each of its directors, officers, employees, agents, and affiliates, and each underwriter, and each of its directors, officers, each underwriteremployees, if anyagents, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Actand affiliates, against all claims, 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, statement or 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, and will reimburse the Company, Company and such directors, officers, personspartners, underwriters underwriters, or controlling persons control person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claimclam, loss, damagecarnage, liability liability, or action, in 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, statement or prospectus, offering circular or other document in reliance upon and in conformity with written information regarding the Holder furnished to the Company by an instrument duly executed by such holder of the Holder Registrable Securities, and stated to be specifically for use therein. Notwithstanding ; provided, however, that the foregoingobligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities if such settlement is effected without the liability prior written consent of the Holder such holder, which consent shall not be unreasonably withheld; and provided that in no event shall any indemnity under this subsection (bSection 3.7(B) shall be limited in an exceed the net amount equal to of proceeds from the public offering price of the shares sold received by the Holder, unless such liability arises out of or is based on willful misconduct by the Holderholder.

By Holder. The To the extent permitted by law, Holder will, if Registrable Securities held by will indemnify and hold harmless the Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the CompanyParent, each of its directors, each of its officersofficers who have signed the registration statement, each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter Parent within the meaning of Section 15 of the Securities Act and any underwriter against any losses, claims or liabilities to which such person may become subject under the Securities Act, against all the Exchange Act or other federal or state law, insofar as such losses, claims, losses, damages and or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon 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, and will reimburse the Company, such directors, officers, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionViolation, in each case to the extent, but 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 Violation occurs in reliance upon and in conformity with written information regarding the furnished by Holder furnished to the Company by an instrument duly executed expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Holder and stated Parent or any such director, officer, controlling person or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.7(b) shall not apply to be specifically for use therein. Notwithstanding amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the foregoing, the liability consent of the Holder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by Holder under this subsection (b1.7(b) shall be limited in an respect of any Violation, together with the amount equal to the public offering price of the shares sold by the any damages that such Holder, unless its directors, officers or any person who controls such liability arises Holder has otherwise been required to pay by reason of such Violation shall not exceed the net proceeds received by such Holder in the registered offering out of or is based on willful misconduct by the Holderwhich such Violation arises.