Common use of Indemnification by Holder of Registrable Securities Clause in Contracts

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors directors, officers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany and such directors, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, Prospectus supplement, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition Each Selling Holder agrees to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that indemnify and hold harmless the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person person, if any, who controls the Corporation (Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) and all other prospective sellers, to the same extent as the foregoing indemnity from and against all Losses arising out of the Company to the Selling Holder, but only with respect to information furnished in writing by the Selling Holder or based on any untrue statement of a material fact contained the Selling Holder's behalf expressly for use in any such Registration Statement, Prospectus, offering circular, registration statement or other documentprospectus relating to the Registrable Securities, or any omission amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers, or any such controlling person, in respect of which indemnity may be sought against a Selling Holder, such Selling Holder shall have the rights and duties given to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingCompany, and the Company or its directors or officers or such controlling person shall have the rights and duties given to (without limitation a Selling Holder, by the preceding paragraph. The Selling Holder also agrees that it will enter into an indemnity agreement to indemnify and hold harmless underwriters of the portions Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 8(b7(c)) reimburse . Notwithstanding the Corporationforegoing, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder a Selling Holder pursuant to this Section 7(c) shall not exceed the amount of the aggregate proceeds of the Registrable Securities shall be limited to of the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration StatementSelling Holder.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller each such holder of such Registrable Securities to shall indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders participating holder of Registrable Securities, the CorporationCompany, its officers, directors and officers managing members and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 of the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany or such officers, its directors directors, managing members and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers control persons for any reasonable and documented out-of-pocket legal or any other expenses reasonably actually incurred in connection with investigating or defending any such claimLoss or action, Losssubject to the immediately following proviso, damage, liability, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 of the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the foregoing obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as As a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by applicable law, severally and not jointly with any other holders of Registrable SecuritiesSecurities whose Registrable Securities are included in any such Registration Statement, the CorporationCompany, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company and all any other prospective sellersPerson selling securities in such Registration Statement, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing 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 to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany, its such directors and officers officers, and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, provided that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheldwithheld or delayed); and provided, further, that the liability of such holder of Registrable Securities Holder shall be individual, not joint and several, for each Holder and shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration StatementStatement (less the aggregate amount of any damages which the Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder of Registrable Securities. The Corporation may requireIn connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information as a condition to including any Registrable Securities the Company reasonably requests for use in any registration statement filed in accordance connection with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities Registration Statement or related Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors directors, officers, managers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons (collectively, the “Company Indemnified Persons”), from and against all Losses Losses, as incurred, arising out of or based on upon (i) any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, circular or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the Corporation, its directors and officers and each such Company Indemnified Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or and any other expenses reasonably incurred in connection with investigating or defending any Proceeding relating to any such claim, Loss, damage, liability, or actionLosses, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, circular or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and providedprovided further, furtherhowever, that the liability of each such holder of Registrable Securities Holder shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement. Each such Holder also agrees to indemnify any underwriter of Registrable Securities and each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Company Indemnified Persons in this Section 7(b).

Indemnification by Holder of Registrable Securities. The Corporation may require, as As a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders Holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, the Company from and against all Losses arising out of or based on upon (i) any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other documentdocument (including any related Registration Statement, notification, or the like or Free Writing Prospectus or any amendment thereof or supplement thereto or any document incorporated by reference therein) incident to any such registration, qualification, or compliance, (ii) with respect any Registration Statement or any amendment or supplement thereto (including any document incorporated by reference therein), the 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 or (iii) with respect to any Prospectus, offering circulate or other document (without limitation including any related notification, or the like or Free Writing Prospectus or any amendment thereof or supplement thereto or any document incorporated by reference therein) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the portions of this Section 8(b)) circumstances under which they were made not misleading, and will reimburse the CorporationCompany, its such directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder with respect to such Holder expressly for inclusion use in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be limited to the net proceeds (after deducting the underwriters’ discounts and commissions) received by such selling holder Holder from the sale of Registrable Securities covered by such to which the Prospectus, Registration Statement, Free Writing Prospectus or such amendment or supplement thereto relates.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller each such holder of such Registrable Securities to shall indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its officers, directors and officers managing members and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on (i) any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, Issuer Free Writing Prospectus or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany or such officers, its directors directors, managing members and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers control persons for any reasonable and documented out-of-pocket legal or any other expenses reasonably actually incurred in connection with investigating or defending any such claimLoss or action, Losssubject to the immediately following proviso, damage, liability, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, Issuer Free Writing Prospectus or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the foregoing obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that . In no event shall the liability of such any holder hereunder be greater in amount than the dollar amount of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of its Registrable Securities covered in the offering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by such Registration Statementholder pursuant to Section 8(d) and any amounts paid by such holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in In connection with any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller which a holder of such Registrable Securities to indemnifyis participating, to the fullest extent permitted by law, severally such holder shall indemnify and not jointly with any other holders of Registrable Securities, hold harmless the Corporation, its directors employees, directors, agents and officers and officers, each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for and their respective directors, officers, agents and controlling Persons (within the meaning of the Securities Act and the Exchange Act) against any legal losses, claims, damages, liabilities (joint and several) and expenses (or actions in respect thereof) arising out of or based upon any untrue or alleged untrue statement of a material fact or any other expenses reasonably incurred omission or alleged omission of a material fact required to be stated in connection with investigating any registration statement or defending preliminary or final prospectus relating to the registration of such Registrable Securities or any such claim, Loss, damage, liability, amendment thereof or actionsupplement thereto or necessary to make the statements therein, in each case light of the circumstances in which they were made, not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made contained in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with any written information or affidavit furnished to the Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations on behalf of such holder under specifically for use in such undertaking shall not apply registration statement or prospectus and then only to amounts paid in settlement the extent of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of total net proceeds received by such holder of Registrable Securities shall be limited (after deducting any discounts, commissions and similar fees applicable thereto) in consideration of the Registrable Securities sold by such holder in connection with such registration. Subject to the provisions of Section 9(c), the holders of Registrable Securities participating in any registration will pay, indemnify, hold harmless and reimburse (without duplication), to the extent of the total net proceeds received by such selling holder from the sale holders of Registrable Securities covered by (after deducting any discounts, commissions and similar fees applicable thereto and after taking into account any indemnity payments pursuant to the immediately preceding sentence), the Corporation, its officers, directors and controlling Persons and all other prospective sellers and their respective directors, agents, officers and controlling Persons for any reasonable legal and other expenses as incurred in connection with investigation or defending any such Registration Statementlosses, claims, damages, liabilities, expenses or actions.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementincludes Registrable Securities, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities agrees to indemnify, to the fullest extent permitted by lawLaw, severally and not jointly with any other holders of Registrable Securitiesjointly, the Corporation, its directors each other holder of Registrable Securities which includes Registrable Securities in such Registration Statement, their respective directors, managers and officers and each Person who controls the Corporation and such holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers(collectively, “Corporation/Holder Indemnitees”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other offering document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the each Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers /Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, Loss or actionProceeding, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other offering document in reliance upon and in conformity with written information furnished to the Corporation by such holder Corporation/Holder Indemnitee expressly for inclusion in such Registration Statement, Prospectus, offering circular Prospectus or other offering document; provided, however, that the obligations of such holder under such undertaking Corporation/Holder Indemnitee hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, Losses or liabilities (or actions in respect thereof) Proceedings if such settlement is effected without the consent of such holder Corporation/Holder Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by giving rise to such indemnification obligation. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in a preliminary Prospectus but eliminated or remedied in an amended or supplemented preliminary Prospectus on file with the SEC at the time the Registration StatementStatement becomes effective, or in any amendment or supplement thereto at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation, and such new preliminary Prospectus or amendment or supplement thereto is delivered to the underwriter, the indemnity agreement in this Section 9(b) shall not inure to the benefit of any Person if a copy of such amended or supplemented preliminary Prospectus was not furnished to the Person asserting the Loss at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation may requireIn connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as a condition the Company reasonably requests for use in connection with any Registration Statement, preliminary Prospectus, final Prospectus, amendment, supplement, issuer free writing prospectus or document incident to including registration or qualification of any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors directors, officers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, preliminary Prospectus, offering circularfinal Prospectus, amendment, supplement, issuer free writing prospectus or other document, document incident to registration or qualification of any Registrable Securities or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany and such directors, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, preliminary Prospectus, offering circularfinal Prospectus, amendment, supplement, issuer free writing prospectus or other document incident to registration or qualification of any Registrable Securities in reliance upon and in conformity with written information furnished to the Corporation Company by such holder specifically for inclusion use in connection with the preparation of such Registration Statement, preliminary Prospectus, offering circular final Prospectus, amendment, supplement, issuer free writing prospectus or other documentdocument incident to registration or qualification of any Registrable Securities; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders Holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to will (without limitation of the portions of this Section 8(b5(b)) reimburse the CorporationCompany, its directors such directors, officers, controlling persons and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation Company by such holder Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementincludes Registrable Securities, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any jointly, the Company, each other holders holder of Registrable SecuritiesSecurities which includes Registrable Securities in such Registration Statement, the Corporation, its their respective directors and officers and each Person who controls the Corporation Company and such holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers(collectively, “Company/Holder Indemnitees”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other offering document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers Company/Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other offering document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder expressly for inclusion in such Registration Statement, Prospectus, offering circular or other offering document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by giving rise to such indemnification obligation. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in a preliminary Prospectus but eliminated or remedied in an amended or supplemented preliminary Prospectus on file with the SEC at the time the Registration StatementStatement becomes effective, or in any amendment or supplement thereto at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation, and such new preliminary Prospectus or amendment or supplement thereto is delivered to the underwriter, the indemnity agreement in this Section 8(b) shall not inure to the benefit of any Person if a copy of such amended or supplemented preliminary Prospectus was not furnished to the Person asserting the Loss at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that such holder of Registrable Securities shall furnish to the Corporation shall have received an undertaking in writing such information as the Corporation reasonably satisfactory to it from the prospective seller of such Registrable Securities requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCorporation and such directors, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers officers, partners, members, managers, shareholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation by such holder expressly for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other documentdocument incident to such registration, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, Loss or action, as incurred, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information the Selling Shareholder Information furnished to the Corporation Company by such holder of Registrable Securities expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 3 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders Holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to will (without limitation of the portions of this Section 8(b4(b)) reimburse the CorporationCompany, its directors such directors, controlling persons and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information relating to such Holder furnished to the Corporation Company by such holder Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld)Holder; and provided, further, that the liability of such holder Holder of Registrable Securities shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including If any Holder sells Registrable Securities in any under a prospectus that is part of a registration statement filed in accordance with this Agreementstatement, that then such Holder (the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify"Indemnifying Holder"), to the fullest extent permitted by lawagrees, severally severally, and not jointly with any other holders of Registrable Securitiesand severally, to indemnify and hold harmless the CorporationCompany, its directors and officers and each officer who signed such registration statement, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, under the same circumstances as the foregoing indemnity from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission the Company to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 Holders to the extent, but only to the extent, that such Losses arise out of or are based upon any untrue statement of a material fact or omission is of a material fact that was made in such Registration Statementthe prospectus, Prospectusany preliminary prospectus, offering circularthe registration statement, or other document any amendment or supplement thereto, in reliance upon and in conformity with written information relating to the Indemnifying Holder furnished to the Corporation Company by such holder the Indemnifying Holder expressly for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that use therein. In no event will the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the aggregate liability of such holder the Indemnifying Holder exceed the amount of Registrable Securities shall be limited to the net proceeds received by such selling holder from the Indemnifying Holder upon the sale of the Registrable Securities covered giving rise to such indemnification obligation. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or such officer, director, employee or Controlling Person, and will survive the transfer of such securities by the Indemnifying Holder. The Company and the Holders will be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such Registration StatementPersons in similar circumstances. Notwithstanding anything to the contrary in this Section 7, no Holder selling Registrable Shares shall be liable for any untrue statement or omission in any preliminary prospectus or registration statement if prior to the registration becoming effective or prior to the filing of any amendment or supplement thereto, such Holder has furnished information in writing to the Company expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto correcting such untrue statement or omission and such information is not contained in the prospectus or such supplement or amendment.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers(collectively, “Company Indemnitees”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers Company Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation Company by such holder expressly for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement in this Section 7(b) shall not inure to the benefit of any person if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the Loss at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Each holder of Registrable Securities in any registration statement filed in accordance with this Agreement, that severally agrees to indemnify and hold harmless the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors directors, officers, employees and officers agents and each Person Person, if any, who controls the Corporation (Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers Act and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be limited brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the net preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such selling holder from upon the sale of the Registrable Securities covered giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration StatementStatement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to indemnifyIndustries in writing such information as Industries may reasonably request for use in connection with any Registration Statement or Prospectus. Such holder hereby agrees to indemnify and hold harmless, to the fullest full extent permitted by law, severally Industries, and not jointly with any other holders of Registrable Securitiesits officers, the Corporationdirectors, its directors agents and officers and employees, each Person person who controls the Corporation Industries (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) ), and all other prospective sellersthe officers, directors, agents or employees of any such controlling person, from and against all Losses losses, as incurred, arising out of or based on upon any untrue statements or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circularProspectus or preliminary prospectus, or other document, arising out of or based upon any omission to state therein of 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 (in the case of any Prospectus) not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made contained in any information so furnished in writing by such holder to Industries for use in such Registration Statement, ProspectusProspectus or preliminary prospectus. Industries shall be entitled to receive indemnities from accountants, offering circularunderwriters, or other document selling brokers, dealer managers and similar securities industry professionals participating in reliance upon and in conformity with written information furnished the distribution to the Corporation same extent as provided above with respect to information so furnished by such persons specifically for inclusion in any Registration Statement, Prospectus or preliminary prospectus, provided, that the failure of Industries to obtain any such indemnity shall not relieve Industries of any of its obligations hereunder. Notwithstanding any provision of this Section 8.4.6 to the contrary, the liability of a holder of Registrable Securities under this Section 8.4.6 shall not exceed the purchase price received by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited sold pursuant to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such a Registration StatementStatement or Prospectus.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as As a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by lawApplicable Law, severally and not jointly with any other holders Holders of Registrable SecuritiesSecurities whose Registrable Securities are included in any such Registration Statement, the CorporationCompany, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company and all other prospective sellers, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing 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 to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany, its directors such directors, controlling persons and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be limited to the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Holder) received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including If any Holder sells Registrable Securities in any under a prospectus that is part of a registration statement filed in accordance with this Agreementstatement, that then such Holder (the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify"INDEMNIFYING HOLDER"), to the fullest extent permitted by lawagrees, severally severally, and not jointly with any other holders of Registrable Securitiesand severally, to indemnify and hold harmless the CorporationCompany, its directors and officers and each officer who signed such registration statement, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, under the same circumstances as the foregoing indemnity from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission the Company to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 Holders to the extent, but only to the extent, that such Losses arise out of or are based upon any untrue statement of a material fact or omission is of a material fact that was made in such Registration Statementthe prospectus, Prospectusany preliminary prospectus, offering circularthe registration statement, or other document any amendment or supplement thereto, in reliance upon and in conformity with written information relating to the Indemnifying Holder furnished to the Corporation Company by such holder the Indemnifying Holder expressly for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that use therein. In no event will the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the aggregate liability of such holder the Indemnifying Holder exceed the amount of Registrable Securities shall be limited to the net proceeds received by such selling holder from the Indemnifying Holder upon the sale of the Registrable Securities covered giving rise to such indemnification obligation. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or such officer, director, employee or Controlling Person, and will survive the transfer of such securities by the Indemnifying Holder. The Company and the Holders will be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such Registration StatementPersons in similar circumstances. Notwithstanding anything to the contrary in this Section 7, no Holder selling Registrable Shares shall be liable for any untrue statement or omission in any preliminary prospectus or registration statement if prior to the registration becoming effective or prior to the filing of any amendment or supplement thereto, such Holder has furnished information in writing to the Company expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto correcting such untrue statement or omission and such information is not contained in the prospectus or such supplement or amendment.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the preceding portions of this Section 8(b)) reimburse the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation Company by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheldwithheld or delayed); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may requireIn connection with any registration pursuant to the terms of this Restated Agreement, as a condition to including any each Holder of Registrable Securities included in any such registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory agrees to it from the prospective seller of such Registrable Securities to indemnifyindemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act 1933 Xxx) xxainst any losses, claims, damages, liabilities and Section 20 of the Exchange Act) and all other prospective sellers, expense resulting from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or any amendment or supplement thereto, or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made contained in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written any information furnished in writing by the Holder of Registrable Securities to the Corporation by such holder Company specifically for inclusion in such Registration Statement, Prospectus, Statement or Prospectus and that such information was substantially relied upon by the Company in preparation of the Registration Statement or Prospectus or any amendment or supplement thereto. In no event shall the liability of the Holder of Registrable Securities hereunder be greater in amount than the lesser of (i) an amount equal to the proportion that the public offering circular price of the Registrable Securities sold by the holder in such registration bears to the total public offering price of all securities sold thereunder or other document(ii) the dollar amount of the proceeds (net of all expense paid by such Holder and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities pursuant to such registration; provided, however, however that the obligations of such holder under such undertaking indemnity agreement contained in this Section 8(b) shall not apply to amounts paid in settlement of any such claimsloss, Lossesclaim, damagesdamage, liability, or liabilities (or actions in respect thereof) action if such settlement is effected without the consent of such holder the Holder (which consent shall not unreasonably be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to HII in writing such information as HII reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationHII, its directors directors, officers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation HII (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, circular or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationHII and such directors, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, liability or action, in each case to the extent, but in each case only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, circular or other document in reliance upon and in conformity with written information furnished to the Corporation HII by such holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and providedprovided further, furtherhowever, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the Commission at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the Commission or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Corporation, its directors and officers and officers, each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, sellers from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and officers, each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may requireSubject to the limitations set forth in Section 4.4.3 hereof, as a condition each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to including this Agreement of any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of held by such Registrable Securities to indemnify, to the fullest extent permitted by lawselling holder, severally and not jointly with any other holders jointly, indemnify and hold harmless the Parent, each of Registrable Securities, the Corporation, its directors and officers officers, and each Person other selling holder and each other person, if any, who controls the Corporation (another selling holder within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) and all other prospective sellers, from and against all Losses arising arise out of or are based on upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, Prospectus, offering circularor any amendment or supplement to the Registration Statement, or other document, arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein statement therein, in light of the circumstance in which they were made, not misleading, and to (without limitation of if the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is was made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished in writing to the Corporation Parent by such selling holder expressly for inclusion in such Registration Statementuse therein, Prospectusand shall reimburse the Parent, offering circular its directors and officers, and each other selling holder or controlling person for any legal or other document; provided, however, that the obligations expenses reasonably incurred by any of such holder under such undertaking shall not apply to amounts paid them in settlement of connection with investigation or defending any such claimsloss, Lossesclaim, damagesdamage, liability or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent action. Each selling holder’s indemnification obligations hereunder shall be several and not be unreasonably withheld); joint and provided, further, that the liability of such holder of Registrable Securities shall be limited to the amount of any net proceeds (after expenses, fees, commissions and discounts) actually received by such selling holder from for the sale of the Registrable Securities covered pursuant to the Registration Statement which gives rise to such obligation to indemnify and/or contribute. Such indemnity shall survive the transfer of such securities by such Registration Statementthe Holder and any termination of this Agreement, and shall be in addition to any liability the selling holder may otherwise have.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller each such holder of such Registrable Securities to shall indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its officers, directors and officers managing members and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany or such officers, its directors directors, managing members and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers control persons for any reasonable and documented out-of-pocket legal or any other expenses reasonably actually incurred in connection with investigating or defending any such claimLoss or action, Losssubject to the immediately following proviso, damage, liability, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the foregoing obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and Subsidiaries, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellerseach their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany, its directors and officers and Subsidiaries , each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers each their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees for any reasonable and documented out-of-pocket legal or any other expenses reasonably actually incurred in connection with investigating or defending any such claimLoss or action, Losssubject to the immediately following proviso, damage, liability, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as As a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by lawApplicable Law, severally and not jointly with any other holders Holders of Registrable SecuritiesSecurities whose Registrable Securities are included in any such Registration Statement, the CorporationCompany, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company and all other prospective sellers, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing 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 to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany, its directors such directors, controlling persons and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors directors, officers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, attorneys and agents of such underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), if any, from and against all Losses arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, Prospectus, Prospectus supplement, 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 to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany and such directors, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, Prospectus supplement, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders Holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to will (without limitation of the portions of this Section 8(b5(b)) reimburse the CorporationCompany, its directors and such directors, officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be individual, not joint and several, for each Holder of Registrable Securities and shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any Holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such Holder of such Registrable Securities shall furnish to indemnifyQuintiles in writing such information as Quintiles reasonably requests for use in connection with any Registration Statement or Prospectus, and shall severally, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, severally Quintiles, any underwriter participating in the distribution and not jointly with any other holders of Registrable Securitiestheir respective directors, the Corporationofficers, its directors agents and officers and employees, each Person who controls the Corporation Quintiles or any such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, agents or employees of such controlling person, from and against any and all Losses Losses, as incurred, arising out of or based on upon (i) any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circularor form of prospectus, or other documentin any amendment or supplement thereto or in any Preliminary Prospectus, or arising out of or based upon, in the case of the Registration Statement or any amendments thereto, any omission to state therein or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation and, in the case of the portions Prospectus, or form of this Section 8(b)) reimburse prospectus, or in any amendments or supplements thereto, or in any Preliminary Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the Corporationstatements therein, its directors and officers and each Person who controls in the Corporation (within the meaning of Section 15 light of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claimcircumstances under which they were made, Loss, damage, liability, or actionnot misleading, in each case either case, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is or alleged omission has been made in such Registration Statement, Prospectus, offering circular, or other document therein in reliance upon and in conformity with written information furnished in writing to Quintiles by such Holder expressly for use therein or (ii) the failure of such participating Holder or any underwriter acting for such participating Holder at or prior to the Corporation by written confirmation of the sale of the Registrable Securities to send or deliver a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) to the person asserting any such holder for inclusion Losses who purchased the Registrable Securities which are the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Registration Statement, Prospectus, offering circular Preliminary Prospectus was corrected in the amended Preliminary Prospectus or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities final Prospectus (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent final Prospectus as amended and supplemented). In no event shall not be unreasonably withheld); and provided, further, that the liability of such holder any Seller of Registrable Securities shall hereunder be, or be limited claimed by Quintiles to be, greater in amount than the net dollar amount of the proceeds actually received by such selling holder from Seller upon the sale of the Registrable Securities covered by giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Each Selling Holder whose Registrable Securities are included in any a registration statement filed in accordance with this Agreementpursuant hereto, that shall be deemed to have agreed to indemnify and hold harmless the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationBorrower, its directors and officers and each Person person, if any, who controls the Corporation (Borrower within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) and all other prospective sellers, Act from and against any and all Losses losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based on upon any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circularregistration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or other document, arising out of or based upon 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 to (without limitation of provided that the portions provisions of this Section 8(b)) reimburse the Corporationparagraph shall apply only insofar as losses, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal claims, damages, liabilities or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liabilityarise out of, or actionare based upon, in each case to the extent, but only to the extent, that any such untrue statement or omission is made or allegation thereof based upon information furnished in writing by such Registration Statement, Prospectus, offering circularSelling Holder or on such Selling Holder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or other document any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Borrower, or its directors or officers, or any such controlling person, in reliance upon respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and in conformity with written information furnished duties given to the Corporation Borrower, and the Borrower or its directors or officers or such controlling person shall have the rights and duties given to such Selling Holder, by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statementpreceding paragraph.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by lawLaw, severally and not jointly with any other holders of Registrable Securities, the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, sellers from and against all Losses Losses, as incurred, arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, Loss or action, in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation by such holder expressly for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. The indemnification provided for under this Section 2(g)(ii) shall survive the transfer of the Registrable Securities by the selling holder.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementincludes Registrable Securities, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the Corporation, its directors each other holder of Registrable Securities which includes Registrable Securities in such Registration Statement, their respective directors, managers and officers and each Person who controls the Corporation and such holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers(collectively, “Corporation/Holder Indemnitees”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other offering document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the each Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers /Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, claim, Loss, damage, liability, action or actionexpense, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other offering document in reliance upon and in conformity with written information furnished to the Corporation by such indemnifying selling holder of Registrable Securities expressly for inclusion in such Registration Statement, Prospectus, offering circular Prospectus or other offering document; provided, however, that the obligations of such indemnifying selling holder under such undertaking of Registrable Securities hereunder shall not apply to amounts paid in settlement of any such Losses, claims, Losses, damages, expense or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such indemnifying selling holder of Registrable Securities (which consent shall not be unreasonably withheld, conditioned or delayed); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by giving rise to such indemnification obligation. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in a preliminary Prospectus but eliminated or remedied in an amended or supplemented preliminary Prospectus on file with the SEC at the time the Registration StatementStatement becomes effective, or in any amendment or supplement thereto at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation, and such new preliminary Prospectus or amendment or supplement thereto is delivered to the underwriter, the indemnity agreement in this Section 9(b) shall not inure to the benefit of any Person if a copy of such amended or supplemented preliminary Prospectus was not furnished to the Person asserting the Loss at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementincludes Registrable Securities, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any jointly, the Company, each other holders holder of Registrable SecuritiesSecurities which includes Registrable Securities in such Registration Statement, the Corporation, its their respective directors and officers and each Person who controls the Corporation Company and such holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers(collectively, “Company/Holder Indemnitees”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other offering document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers Company/Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other offering document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder expressly for inclusion in such Registration Statement, Prospectus, offering circular or other offering document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by giving rise to such indemnification obligation. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in a preliminary Prospectus but eliminated or remedied in an amended or supplemented preliminary Prospectus on file with the SEC at the time the Registration StatementStatement becomes effective, or in any amendment or supplement thereto at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation, and such new preliminary Prospectus or amendment or supplement thereto is delivered to the underwriter, the indemnity agreement in this Section 7(b) shall not inure to the benefit of any Person if a copy of such amended or supplemented preliminary Prospectus was not furnished to the Person asserting the Loss at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation may requireIn --------------------------------------------------- connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall furnish to the Company in writing such information relating to such holder, as a condition to including any such, or the Registrable Securities being sold by such holder (the "Holder Information") as the Company reasonably requests for use in connection with any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors directors, officers, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, Prospectus or other document, preliminary prospectus or arising out of or based upon any omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made contained in any Holder Information so furnished in writing by such holder to the Company expressly for use in such Registration Statement or Prospectus and that such Holder Informa- tion was solely relied upon by the Company in preparation of such Registration Statement, Prospectus, offering circular, Prospectus or other document in reliance upon and in conformity with written information furnished to preliminary prospectus. In no event shall the Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement liabili- ty of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such selling holder of Registrable Securities shall hereunder be limited to greater in amount than the dollar amount of the proceeds (net proceeds of payment of all expenses) received by such selling holder directly from the sale of the Registrable Securities covered giving rise to such indemnification obligation. The Company shall be entitled to receive indemni- ties from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such Persons expressly for use in any Prospectus or Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in In connection with any registration statement filed in accordance with this Agreementwhich a holder of Registrable Securities is participating, that such holder will furnish to the Corporation shall have received an undertaking in writing such information and affidavits as the Corporation reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly requests for use in connection with any other holders of Registrable Securities, such registration statement or preliminary or final prospectus or any amendment or supplement thereto or any document incorporated by reference therein and shall indemnify and hold harmless the Corporation, its employees, directors and officers and officers, each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for and their respective directors, officers and controlling Persons (within the meaning of the Securities Act and the Exchange Act) against any legal losses, claims, damages, liabilities and expenses (or actions in respect thereof) arising out of or based upon any untrue or alleged untrue statement of a material fact or any other expenses reasonably incurred omission or alleged omission of a material fact required to be stated in connection with investigating any registration statement or defending preliminary or final prospectus relating to the registration of such Registrable Securities or any such claim, Loss, damage, liability, amendment thereof or actionsupplement thereto or necessary to make the statements therein, in each case light of the circumstances in which they were made, not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made contained in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with any written information or affidavit furnished to the Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations on behalf of such holder under specifically for use in such undertaking shall not apply registration statement or prospectus and then only to amounts paid in settlement the extent of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of total proceeds received by such holder of Registrable Securities shall be limited Securities. Subject to the net provisions of Section 9(c), the holders of Registrable Securities participating in any registration will reimburse, to the extent of the total proceeds received by such selling holder from the sale holders of Registrable Securities covered by Securities, the Corporation, its officers, directors and controlling Persons and all other prospective sellers and their respective directors, officers and controlling Persons for any reasonable legal and other expenses as incurred in connection with investigation or defending any such Registration Statementlosses, claims, damages, liabilities, expenses or actions.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, Prospectus or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany and such directors, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers officers, partners, members, managers, Stockholders, accountants, attorneys, employees, agents, persons, underwriters or control persons for any legal or any other expenses reasonably incurred and documented in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, Prospectus or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder expressly for inclusion in such Registration Statement, Prospectus, offering circular Prospectus or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this AgreementSection 8 herein, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to will (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its Corporation and such directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) officers, or control Persons and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation by such holder (or on behalf of such holder by its applicable Carry Vehicle, which written information is approved in writing by such holder) for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received (directly or indirectly) by such selling holder or its pro rata portion of the gross amount received by its applicable Carry Vehicle from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to WIND in writing such information as WIND reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationWIND, its directors directors, officers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation WIND (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, circular or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationWIND and such directors, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, liability or action, in each case to the extent, but in each case only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, circular or other document in reliance upon and in conformity with written information furnished to the Corporation WIND by such holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and providedprovided further, furtherhowever, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the Commission at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the Commission or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the loss, liability; claim or damage at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors directors, officers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, attorneys and agents of such underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), if any, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany and such directors, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, Prospectus supplement, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder of Registrable Securities. The Corporation may require, as Each Holder whose Registrable Shares are covered by a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation Registration Statement shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnifyindemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable SecuritiesHolder, the CorporationCompany, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company and all other prospective sellers, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, Prospectus or other documentFree Writing Prospectus or any amendment thereof or supplement thereto, or any document incorporated by reference therein, 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 to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany, its directors such directors, controlling persons and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, offering circularProspectus or Free Writing Prospectus or any amendment thereof or supplement thereto, or other any document incorporated by reference therein, in each case in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder with respect to such Holder for inclusion in such Registration Statement, ProspectusProspectus or Free Writing Prospectus or any amendment thereof or supplement thereto, offering circular or other documentany document incorporated by reference therein; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities Holder shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors directors, officers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany and such directors, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation Company by such holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that such holder of Registrable Securities shall furnish to the Corporation shall have received an undertaking in writing such information as the Corporation reasonably satisfactory to it from the prospective seller of such Registrable Securities requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCorporation and such directors, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation by such holder expressly for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including In the event of the registration of any Registrable Securities in any registration statement filed in accordance with this Agreementunder the Securities Act pursuant to the provisions hereof, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of each Holder on whose behalf such Registrable Securities to indemnifyshall have been registered will, to the fullest extent permitted by law, severally indemnify and not jointly with any other holders of Registrable Securities, hold harmless the Corporation, its directors each director of the Corporation, each officer of the Corporation who signs the registration statement, each underwriter, broker and officers dealer, if any, who participates in the offering and sale of such Registrable Securities and each Person other person, if any, who controls the Corporation (or any such underwriter, broker or dealer within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act (each such person being hereinafter sometimes referred to as an “indemnified person”), against any losses, claims, damages or liabilities, joint or several, to which the Corporation, such director, officer, underwriter, broker or dealer or controlling person may become subject under the Securities Act, the Exchange Act, state securities laws and Blue Sky laws or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) and all other prospective sellers, from and against all Losses arising arise out of or are based on upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any such Registration Statement, Prospectus, offering circularregistration statement or prospectus or any amendment or supplement thereto or any document incorporated by reference therein, or other document, arise out of or any are based upon the 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 to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal which untrue statement 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 alleged untrue statement or omission is or alleged omission has been made in such Registration Statement, Prospectus, offering circular, or other document incorporated therein in reliance upon and in conformity with written information furnished to the Corporation by such holder Holder stating specifically that it is for inclusion use in preparation thereof, and will reimburse the Corporation and each such Registration Statementindemnified person for any legal or any other expenses reasonably incurred by the Corporation or such indemnified person in connection with investigating or defending any such loss, Prospectusclaim, offering circular damage, liability or other documentaction; provided, however, that the obligations of each holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of securities sold as contemplated herein; and provided, further, that no holder under such undertaking shall not apply have any obligation hereunder or be liable with respect to amounts paid in any settlement of any such claims, Losses, damages, action or liabilities (or actions in respect thereof) if such settlement is proceeding effected without the consent of such holder (its written consent, which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statementdelayed or conditioned.

Indemnification by Holder of Registrable Securities. The Corporation may require, as As a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders Holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company and all other prospective sellers, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing 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 to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany, its directors such directors, controlling persons and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders Holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to will (without limitation of the portions of this Section 8(b5(b)) reimburse the CorporationCompany, its directors such directors, controlling persons and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information relating to such Holder furnished to the Corporation Company by such holder Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.”

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Corporation, its directors and officers officers, directors, and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any Registration Statement under which such Registration StatementRegistrable Securities were registered under the Securities Act, any preliminary, final or summary Prospectus, offering circular, contained therein or other documentrelated thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith, incident to any such registration, qualification, or compliance, or based on 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 to will (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers officers, directors, and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, preliminary, final or summary Prospectus, offering circularcontained therein or related thereto, or other document any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith in reliance upon and in conformity with written information furnished to the Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Corporation, its directors officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and officers employees and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and officers employees and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, or actionLosses, in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation by or on behalf of such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Loss (or actions Proceedings in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld, conditioned or delayed); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The IPO Corporation may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this Agreement, that the IPO Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the IPO Corporation, its directors officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and officers employees and each Person who controls the IPO Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the IPO Corporation, its directors officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and officers employees and each Person who controls the IPO Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, or actionLosses, in each case to the extent, but only to the extent, that such untrue statement or 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 IPO Corporation by or on behalf of such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Loss (or actions Proceedings in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld, conditioned or delayed); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as As a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Issuer shall have received an undertaking reasonably satisfactory to it from the prospective seller participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders Holders of Registrable Securities, the CorporationIssuer, its directors officers, directors, agents and officers employees and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Issuer and all any of the other prospective sellersforegoing Persons, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing 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 to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationIssuer, its directors such officers, directors, agents, employees and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Issuer by such holder Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be individual, not joint and several, for each Holder of Registrable Securities and shall be limited to the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Holder) received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Each holder of Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and Subsidiaries, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange ActXxxxxxx 00 xx xxx Xxxxxxxx Xxx) and all other prospective sellerseach their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany, its directors and officers and Subsidiaries, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers each their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees for any reasonable and documented out-of-pocket legal or any other expenses reasonably actually incurred in connection with investigating or defending any such claimLoss or action, Losssubject to the immediately following proviso, damage, liability, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the foregoing obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may requireIn connection with the Registration Statement and each UCO Registration Statement, as a condition to including any each holder of Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, furnish to the fullest extent permitted by lawCompany in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and the UCO Registration Statement and any prospectus included therein and agrees, severally and not jointly with any other holders of Registrable Securitiesjointly, to indemnify and hold harmless the CorporationCompany, its directors trustees, officers, agents and officers and employees, each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) ), and all other prospective sellersthe officers, directors, agents and employees of each such controlling person, to the fullest extent lawful, from and against all Losses arising out of or based on upon any untrue statement of a material fact contained in any such the Registration Statement, any Prospectus, offering circular, any form of Prospectus or other documentany preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made contained in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written any information so furnished to the Corporation by such holder expressly for inclusion in such registration statement and is furnished in writing to the Company by or on behalf of such holder included in the Registration Statement, such Prospectus, offering circular or other documentany UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, or to the extent that such information relates to such holder or such holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such holder expressly for use in the Registration Statement, such Prospectus, such form of Prospectus or such preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and providedobligated to provide such indemnification to the extent liability resulted from the Company's failure to amend or take action promptly to correct or supplement the Registration Statement, furthersuch Prospectus, that any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, after receiving written notice from such holder of such untrue statement or omission. In no event shall the liability of such any selling holder of Registrable Securities shall hereunder be limited to greater in amount than the net dollar amount of the proceeds received by such selling holder from upon the sale of the Registrable Securities covered by giving rise to such Registration Statementindemnification obligation. Notwithstanding anything in this Section 7(b), no trustee, shareholder, officer, employee or agent of any holder (i) that is a Massachusetts business trust and (ii) established pursuant to a Declaration of Trust (a copy of which, together with all amendments thereto (collectively, the "Declaration"), is on file in the office of the Secretary of the Commonwealth of Massachusetts) provided that the name of such holder trust refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally, shall be held to any personal liability hereunder, and no resort shall be had to their private property (other than as specifically provided in such Declaration) for the satisfaction of any indemnification obligation hereunder, but only to the assets and estate of such holder trust.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Each holder of Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such whose Registrable Securities are covered by a Registration Statement or Prospectus shall, without limitation as to indemnifytime, indemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors officers, directors, partners, members, managers, accountants, attorneys, agents and officers employees and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellersthe officers, directors, partners, members, managers, accountants, attorneys, agents, employees of each such controlling Person, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statementdisclosure package, Prospectus, offering circular, or other documentdocument (including any related Registration Statement, notification, or the like) or any amendment thereof or supplement thereto or any document incorporated by reference therein incident to any such registration, qualification, or compliance, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b7(b)) reimburse the CorporationCompany, its directors officers, directors, partners, members, managers, accountants, attorneys, agents and officers employees and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers the officers, directors, partners, members, managers, accountants, attorneys, agents, employees of each such controlling Person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, or actionLosses, in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation Company by or on behalf of such holder expressly for inclusion use in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Loss (or actions Proceedings in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld, conditioned or delayed); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement, except in the case of fraud or willful misconduct by such holder.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Each holder of Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such whose Registrable Securities are covered by a Registration Statement or Prospectus shall, without limitation as to indemnifytime, indemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and officers employees and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellersthe officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b7(b)) reimburse the CorporationCompany, its directors officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and officers employees and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, or actionLosses, in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation Company by or on behalf of such holder expressly for inclusion use in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Loss (or actions Proceedings in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld, conditioned or delayed); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in In connection with any registration statement filed in accordance with pursuant to the terms of this Agreement, that each Investor severally will furnish to the Corporation shall have received an undertaking Company in writing such information as the Company reasonably satisfactory to it from requests concerning the prospective seller holders of such Registrable Securities and Additional Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and severally (and not jointly) agrees to indemnifyindemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers directors, officers, employees, stockholders and each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act 1000 Xxx) against any losses, claims, damages, liabilities and Section 20 of the Exchange Actexpense (including reasonable attorney's fees) and all other prospective sellers, resulting from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made contained in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written any information furnished to the Corporation in writing by such holder of Registrable Securities or Additional Registrable Securities to the Company specifically for inclusion in such Registration Statement, Prospectus, offering circular Statement or other document; provided, however, Prospectus or amendment or supplement thereto and that such information was substantially relied upon by the obligations Company in preparation of such holder under such undertaking the Registration Statement or Prospectus or any amendment or supplement thereto. In no event shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such a holder of Registrable Securities shall or Additional Registrable Securities be limited greater in amount than the dollar amount of the proceeds (net of all expense paid by such holder and the amount of any damages such holder has otherwise been required to the net proceeds pay by reason of such untrue statement or omission) received by such selling holder from upon the sale of the Registrable Securities covered by or Additional Registrable Securities included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, "issuer free writing prospectus" (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made was included in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, "issuer free writing prospectus" (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. The indemnification provided for under this Section 2(k)(ii) shall survive the transfer of the Registrable Securities by the selling holder.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to will (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any Holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such Holder of such Registrable Securities shall furnish to indemnifythe Company in writing such information as the Company reasonably requests, including all information required by applicable law, for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors affiliates, and officers each of their respective directors, managers, officers, accountants, attorneys, agents and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons (collectively, the “Company Indemnified Persons”), from and against any and all Losses arising out of or based on upon (i) any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, circular or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the Corporation, its directors and officers and each such Company Indemnified Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or and any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, circular or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheldwithheld or delayed); and provided, provided further, however, that, except to the extent that such liability is caused by such Holder’s willful or intentional misconduct, the liability of such holder each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Persons and shall survive the transfer of Registrable Securities by such Holder.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Each holder of Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and Subsidiaries, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellerseach their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany, its directors and officers and Subsidiaries, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers each their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees for any reasonable and documented out-of-pocket legal or any other expenses reasonably actually incurred in connection with investigating or defending any such claimLoss or action, Losssubject to the immediately following proviso, damage, liability, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the foregoing obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may requireIn connection with any registration pursuant to the terms of this Registration Rights Agreement, each Investor severally will furnish to the Company in writing such information as a condition to including any the Company reasonably requests concerning the holders of Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such and Additional Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and severally agrees to indemnifyindemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers directors, officers, employees, stockholders and each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act 0000 Xxx) against any losses, claims, damages, liabilities and Section 20 of the Exchange Actexpense (including reasonable attorney's fees) and all other prospective sellers, resulting from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made contained in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written any information furnished to the Corporation in writing by such holder of Registrable Securities or Additional Registrable Securities to the Company specifically for inclusion in such Registration Statement, Prospectus, offering circular Statement or other document; provided, however, Prospectus or amendment or supplement thereto and that such information was substantially relied upon by the obligations Company in preparation of such holder under such undertaking the Registration Statement or Prospectus or any amendment or supplement thereto. In no event shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such a holder of Registrable Securities shall or Additional Registrable Securities be limited greater in amount than the dollar amount of the proceeds (net of all expense paid by such holder and the amount of any damages such holder has otherwise been required to the net proceeds pay by reason of such untrue statement or omission) received by such selling holder from upon the sale of the Registrable Securities covered by or Additional Registrable Securities included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in In connection with any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller which a Holder of such Registrable Securities is participating, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its each of the Company's directors and officers officers, and each Person Person, if any, who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of or the Exchange Act) against any losses, claims, damages, liabilities, and all other prospective sellers, from expenses (including reasonable and against all Losses documented attorneys' fees and expenses and reasonable costs of investigation) arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein of a material fact required to be stated therein in the registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information with respect to such Holder furnished in writing to the Corporation Company by such holder Holder specifically for inclusion use in such Registration Statementregistration statement or prospectus or amendment thereof or supplement thereto; PROVIDED, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, furtherHOWEVER, that the liability of any such holder of Registrable Securities Holder under this Section 7 (including, without limitation, Section 7(d) below) shall be limited to in no event exceed the net proceeds received by such selling holder from of the sale of Registrable Securities covered being sold pursuant to said registration statement or prospectus by such Registration StatementHolder; and PROVIDED, FURTHER that no such Holder shall be required to indemnify the Company for damages caused by any Person (other than such Holder), including the Company, continuing to use a prospectus (prior to its amendment or supplementation) after the Company has received a notice by such Holder of any such untrue statement or omission contained in such prospectus. In addition to its other obligations under this Section 7(b), each Holder agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 7(b), it will reimburse the indemnified party on a monthly basis for all reasonable and documented legal and other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Holder's obligation to reimburse the indemnified party for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction, PROVIDED that in the event such payments are later held to have been improper by a court of competent jurisdiction such indemnified person shall repay such amounts to the Holder providing such indemnification on demand. This indemnity agreement will be in addition to any liability which the Holders may otherwise have.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the preceding portions of this Section 8(b)) reimburse the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation Company by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may requireIn connection with the Registration Statement and each UCO Registration Statement, as a condition to including any each holder of Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, furnish to the fullest extent permitted by lawCompany in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and the UCO Registration Statement and any prospectus included therein and agrees, severally and not jointly with any other holders of Registrable Securitiesjointly, to indemnify and hold harmless the CorporationCompany, its directors directors, officers, agents and officers and employees, each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) ), and all other prospective sellersthe officers, directors, agents and employees of each such controlling person, to the fullest extent lawful, from and against all Losses arising out of or based on upon any untrue or alleged untrue statement of a material fact contained in any such the Registration Statement, any Prospectus, offering circular, any form of Prospectus or other documentany preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, or arising out of or based upon any omission to state therein or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 misleading to the extent, but only to the extent, extent that such untrue or alleged untrue statement or omission or alleged omission is made contained in any information so furnished in writing to the Company by or on behalf of such holder included in the Registration Statement, such Prospectus, offering circularany form of Prospectus or any preliminary Prospectus, or other document in reliance upon and in conformity with written information furnished any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, or to the Corporation extent that such information relates to such holder or such holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such holder expressly for inclusion use in such the Registration Statement, such Prospectus, offering circular such form of Prospectus or other documentsuch preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and providedobligated to provide such indemnification to the extent liability resulted from the Company's failure to amend or take action promptly to correct or supplement the Registration Statement, furthersuch Prospectus, that any form of Prospectus or any preliminary Prospectus, or any UCO Registration Statement, any prospectus included therein, any form of such prospectus or any such preliminary prospectus, after receiving written notice from such holder of such untrue or alleged untrue statement or omission or alleged omission. In no event shall the liability of such any selling holder of Registrable Securities shall hereunder be limited to greater in amount than the net dollar amount of the proceeds received by such selling holder from upon the sale of the Registrable Securities covered by giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any Holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received such Holder of Registrable Securities or an undertaking reasonably satisfactory to it from the prospective seller authorized officer of such Holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees, severally and not jointly, to indemnify, to the fullest full extent permitted by law, severally the Company and not jointly with any other holders of Registrable Securitiesits respective directors, the Corporationofficers, its directors agents and officers and employees each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based on upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circularor form of prospectus, or other document, arising out of or based upon any omission to state therein or alleged omission of a material fact required to be stated therein (in the case of any Prospectus or form of prospectus or any amendment or supplement thereto or any preliminary prospectus, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus and that such statement or omission is made was relied upon by the Company in preparation of such Registration Statement, ProspectusProspectus or form of prospectus; PROVIDED, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, howeverHOWEVER, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall not be limited liable in any such case to the extent that the Holder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such Registration Statement or Prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or Prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net proceeds of payment of all expenses) received by such selling holder from Holder upon the sale of the Registrable Securities covered giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Registration Statementindemnified party.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in In --------------------------------------------------- connection with any registration statement filed in accordance with pursuant to the terms of this Agreement, that each Investor will furnish to the Corporation shall have received an undertaking Company in writing such information as the Company reasonably satisfactory to it from requests concerning the prospective seller holders of such Registrable Securities and Additional Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnifyindemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers directors, officers, employees, stockholders and each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act 0000 Xxx) against any losses, claims, damages, liabilities and Section 20 of the Exchange Actexpense (including reasonable attorney's fees) and all other prospective sellers, resulting from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made contained in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written any information furnished in writing by the holder of Registrable Securities or Additional Registrable Securities to the Corporation by such holder Company specifically for inclusion in such Registration Statement, Prospectus, offering circular Statement or other document; provided, however, that the obligations of such holder under such undertaking Prospectus or amendment or supplement thereto. In no event shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such a holder of Registrable Securities shall or Additional Registrable Securities be limited to greater in amount than the net dollar amount of the proceeds received by such selling holder from upon the sale of the Registrable Securities covered by or Additional Registrable Securities included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors directors, officers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany and such directors, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, Prospectus supplement, offering circular or other document; providedprovided , howeverhowever , that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, Each Holder agrees severally and not jointly with any other holders of Registrable Securities, to indemnify and hold harmless the Corporation, its directors and officers Company and each Person Person, if any, who controls the Corporation Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) ), and all other prospective sellerseach Initial Purchaser and the Holders, and the directors, officers (including, without limitation, each director and officer of the Company who signs any Registration Statement), employees and agents of each such Person, from and against all Losses arising to which such party or such controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses arise out of or based on upon any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circularStatement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or other document, arise out of or based upon 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 to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, or action, misleading in each case case, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission is made contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly for use in such Registration Statement, Statement or Prospectus, offering circularand, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other document in reliance upon and in conformity with written information furnished to expenses reasonably incurred by the Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular Company or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claimsInitial Purchaser, Lossesother Holder or director, damagesofficer or controlling person in connection with investigating, defending against or liabilities (appearing as a third-party witness in connection with any such loss, claim, liability, damage or actions expense or any action in respect thereof) if such settlement is effected without the consent of such holder (which consent . In no event shall not be unreasonably withheld); and provided, further, that the liability of such holder any selling Holder of Registrable Securities shall hereunder be limited to greater in amount than the net dollar amount of the proceeds received by such selling holder from Holder upon the sale of the Registrable Securities covered by giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Each Selling --------------------------------------------------- Holder whose Registrable Securities are included in any a registration statement filed in accordance with this Agreementpursuant hereto, that shall be deemed to have agreed to indemnify and hold harmless the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person person, if any, who controls the Corporation (Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) and all other prospective sellers, Act from and against any and all Losses losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based on upon any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circularregistration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or other document, arising out of or based upon 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 to (without limitation of ; provided that the portions provisions of this Section 8(b)) reimburse the Corporationparagraph shall apply only -------- insofar as losses, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal claims, damages, liabilities or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liabilityarise out of, or actionare based upon, in each case to the extent, but only to the extent, that any such untrue statement or omission is made or allegation thereof based upon information furnished in writing by such Registration Statement, Prospectus, offering circularSelling Holder or on such Selling Holder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or other document any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company, or its directors or officers, or any such controlling person, in reliance upon respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and in conformity with written information furnished duties given to the Corporation Company, and the Company or its directors or officers or such controlling person shall have the rights and duties given to such Selling Holder, by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statementpreceding paragraph.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to indemnifythe Company in writing such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus. Such holder hereby agrees to indemnify and hold harmless, to the fullest full extent permitted by law, severally the Company, and not jointly with any other holders of Registrable Securitiesits officers, the Corporationdirectors, its directors agents and officers and employees, each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) ), and all other prospective sellersthe officers, directors, agents or employees of any such controlling person, from and against all Losses losses, as incurred, arising out of or based on upon any untrue statements or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circularProspectus or preliminary prospectus, or other document, arising out of or based upon any omission to state therein of 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 (in the case of any Prospectus) not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made contained in any information so furnished in writing by such holder to the Company for use in such Registration Statement, ProspectusProspectus or preliminary prospectus. The Company shall be entitled to receive indemnities from accountants, offering circularunderwriters, or other document selling brokers, dealer managers and similar securities industry professionals participating in reliance upon and in conformity with written information furnished the distribution to the Corporation same extent as provided above with respect to information so furnished by such persons specifically for inclusion in any Registration Statement, Prospectus or preliminary prospectus, provided, that the failure of the Company to obtain any such indemnity shall not relieve the Company of any of its obligations hereunder. Notwithstanding any provision of this Section (f) to the contrary, the liability of a holder of Registrable Securities under this Section (f) shall not exceed the purchase price received by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited sold pursuant to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such a Registration StatementStatement or Prospectus.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors directors, officers, accountants, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statementregistration statement, Prospectusprospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany and such directors, its directors officers, partners, legal counsel, and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statementregistration statement, Prospectusprospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder specifically for inclusion use in connection with the preparation of such Registration Statementregistration statement, Prospectusprospectus, offering circular or other document; document provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement becomes effective or in the final prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Each holder of Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnifyindemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement (or alleged untrue statement) or any omission (or alleged omission) of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other documentdocument incidental to such registration (including any documents incorporated by reference therein), 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 to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the . The maximum liability of such each holder of Registrable Securities for any indemnification pursuant to this Section 3.2 and any contribution pursuant to Section 3.4 shall be limited to not exceed the amount of net proceeds received by such selling holder Holder from the sale of his/her Registrable Securities covered Securities, except in the case of fraud or willful misconduct by such Registration StatementHolder.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including In the event of the registration of any Registrable Securities in any registration statement filed in accordance with this Agreement, that under the Corporation shall have received an undertaking reasonably satisfactory Securities Act pursuant to it from the prospective seller of provisions hereof each Holder on whose behalf such Registrable Securities to indemnifyshall have been registered will, to the fullest extent permitted by law, severally indemnify and not jointly with any other holders of Registrable Securities, hold harmless the Corporation, its directors each director of the Corporation, each officer of the Corporation who signs the registration statement, each underwriter, broker and officers dealer, if any, who participates in the offering and sale of such Registrable Securities and each Person other person, if any, who controls the Corporation (or any such underwriter, broker or dealer within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act (each such person being hereinafter sometimes referred to as an “indemnified person”), against any losses, claims, damages or liabilities, joint or several, to which the Corporation, such director, officer, underwriter, broker or dealer or controlling person may become subject under the Securities Act, the Exchange Act, state securities laws and Blue Sky laws or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) and all other prospective sellers, from and against all Losses arising arise out of or are based on upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any such Registration Statement, Prospectus, offering circularregistration statement or prospectus or any amendment or supplement thereto or any document incorporated by reference therein, or other document, arise out of or any are based upon the 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 to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal which untrue statement 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 alleged untrue statement or omission is or alleged omission has been made in such Registration Statement, Prospectus, offering circular, or other document incorporated therein in reliance upon and in conformity with written information furnished to the Corporation by such holder Holder stating specifically that it is for inclusion use in preparation thereof, and will reimburse the Corporation and each such Registration Statementindemnified person for any legal or any other expenses reasonably incurred by the Corporation or such indemnified person in connection with investigating or defending any such loss, Prospectusclaim, offering circular damage, liability or other documentaction; provided, however, that the obligations of each holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of securities sold as contemplated herein; and provided, further, that no holder under such undertaking shall not apply have any obligation hereunder or be liable with respect to amounts paid in any settlement of any such claims, Losses, damages, action or liabilities (or actions in respect thereof) if such settlement is proceeding effected without the consent of such holder (its written consent, which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statementdelayed or conditioned.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Each holder of Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnifyindemnify and hold harmless, to the fullest full extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses losses, claims, damages, liabilities and expenses arising out of or based on (i) any untrue or alleged untrue statement of a material fact contained in any such Registration StatementStatement (or amendment (including any post-effective amendment) or supplement thereto), Prospectus or preliminary Prospectus, offering circular, circular or other documentdocument incident to any registration, qualification or compliance, or any amendment or supplement thereto, including all documents incorporated therein by reference, or (ii) 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 to misleading but in the case of clause (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Acti) and all other prospective sellers 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 (ii) only to the extent, extent that such untrue statement is contained or omission is made required to be in such Registration Statement, Prospectus, offering circular, or other document any information so furnished in reliance upon and in conformity with written information furnished to the Corporation writing by such holder of Registrable Securities to the Company specifically for inclusion in such Registration StatementStatement (or amendment (including any post-effective amendment) or supplement thereto), Prospectus or preliminary Prospectus, any offering circular or other document incident to registration, qualification or compliance or any amendment or supplement thereto. The liability of any selling holder of Registrable Securities hereunder shall not exceed the dollar amount of the net proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Registration Statement (or amendment (including any post-effective amendment) or supplement thereto), Prospectus, or preliminary Prospectus, offering circular or other document; provideddocument incident to registration, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of qualification or compliance or any such claims, Losses, damages, amendment or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statementsupplement thereto.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in In connection with any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller which a holder of such Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits with respect to such holder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders each of Registrable Securitiesthe Company and, if it is an underwritten offering, the Corporationunderwriters, its the Company's directors and officers officers, and each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any losses, claims, damages, liabilities, and all other prospective sellers, from and against all Losses expenses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein or alleged omission of a material fact required to be stated therein in the registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 statement, or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information with respect to such holder furnished in writing to the Corporation Company by such holder specifically for inclusion use in such Registration Statementregistration statement or prospectus or amendment or supplement thereto; PROVIDED, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, furtherHOWEVER, that the liability of any such holder of Registrable Securities under this Section 6(b) shall be limited to the proportion of any such losses, claims, damages, liabilities and expenses which is equal to the proportion that the public offering price of securities sold by such holder under such registration statement bears to the total public offering price of all securities sold thereunder, and shall in no event exceed the net proceeds received by such selling holder from of the sale of Registrable Securities covered being sold pursuant to said registration statement or prospectus by such Registration Statementholder; and provided further that no such holder shall be required to indemnify the Company for damages caused by any person, including the Company, continuing to use a prospectus (prior to its amendment or supplementation) more than three business days after the Company has received a notice by such holder of any such untrue statement or omission contained in such prospectus.

Indemnification by Holder of Registrable Securities. The Corporation may requireEach Holder, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, agrees severally and not jointly with any other holders of Registrable Securities, Holder to indemnify and hold harmless the CorporationCompany, its directors and directors, its officers who sign a Registration Statement and each Person person, if any, who controls the Corporation Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) and all other prospective sellers), from and against all Losses arising out of or based on upon any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circularStatement or Prospectus or in any amendment or supplement thereto, or other document, arising out of or based upon 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 to (without limitation in light of the portions of this Section 8(b)) reimburse the Corporationcircumstances under which they were made, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 or alleged omission is made contained in any information relating to such Holder furnished in writing by such Holder to the Company expressly for use in such Registration Statement, Prospectus, offering circular, Statement or other document Prospectus or in reliance upon and in conformity with written information furnished to the Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular any amendment or other documentsupplement thereto; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent Holder shall not be unreasonably withheld); liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Holder has delivered to the Company in writing a correction and provided, further, that the Company failed to file an amendment or supplement containing the corrected information and the Company has not suspended the use of the Registration Statement or Prospectus pursuant to Section 2.3 hereof before the occurrence of the transaction from which such Loss was incurred. In no event shall the aggregate liability of such holder any Selling Holder of Registrable Securities shall hereunder be limited to greater in amount than the net dollar amount of the proceeds received by such selling holder from Holder upon the sale of the Registrable Securities covered by giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnifyindemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Corporation, its directors and officers officers, directors, and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registration StatementRegistrable Securities were registered under the Securities Act, any preliminary, final or Table of Contents summary Prospectus, offering circular, contained therein or other documentrelated thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith, incident to any such registration, qualification, or compliance, or based on 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 to will (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers officers, directors, and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, preliminary, final or summary Prospectus, offering circularcontained therein or related thereto, or other document any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith in reliance upon and in conformity with written information furnished to the Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that such holder of Registrable Securities shall furnish to the Corporation shall have received an undertaking in writing such information as the Corporation reasonably satisfactory to it from the prospective seller of such Registrable Securities requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the Corporation, its directors directors, officers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons (collectively, the “Corporation Indemnified Persons”), from and against all Losses arising out of or based on upon (i) any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, circular or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the Corporation, its directors and officers and each such Corporation Indemnified Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or and any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, circular or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and providedprovided further, furtherhowever, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. Each such holder also agrees to indemnify any underwriter of Registrable Shares and each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Corporation Indemnified Persons in this Section 7(b).

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to indemnifythe Company in writing such information as the Company may reasonably request for use in connection with the Shelf Registration Statement and any Prospectus or Preliminary Prospectus or supplement or amendment thereto issued in connection thereto. Such Holder hereby agrees to indemnify and hold harmless, to the fullest full extent permitted by law, severally the Company, and not jointly with any other holders of Registrable Securitiesits officers, the Corporationdirectors, its directors agents and officers and employees, each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) and all other prospective sellersthe officers, directors, agents or employees of any such controlling person, from and against all Losses Losses, as incurred, arising out of or based on upon any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circularProspectus or preliminary prospectus, or other document, arising out of or based upon any omission to state therein of 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 (in the case of any Prospectus) not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made contained in such any Registration Statement, Prospectus, offering circular, Statement or other document in reliance any Prospectus or preliminary Prospectus or supplement or amendment thereto was based upon and in conformity with written information so furnished in writing by such Holder to the Company expressly for use in such Shelf Registration Statement, Prospectus or preliminary Prospectus. The Company shall be entitled to receive indemnities from accountants, selling brokers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information furnished to the Corporation in writing by such holder persons specifically for inclusion in such the Shelf Registration Statement, ProspectusProspectus or preliminary prospectus, offering circular or other document; provided, however, that the obligations failure of the Company to obtain any such holder under such undertaking indemnity shall not apply to amounts paid in settlement relieve the Company of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statementits obligations hereunder.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the preceding portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Each Holder of Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such whose Registrable Securities are sold under a Prospectus which is a part of a Registration Statement agrees to indemnify, to indemnify and hold harmless the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers each officer who signed such Registration Statement and each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act Act), and each other person whose securities are sold under the Prospectus which is a part of such Registration Statement (and such person's officers, directors and employees and each person who controls such person within the meaning of Section 20 15 of the Exchange Securities Act) and all other prospective sellers), from and against any and all Losses arising losses, claims, damages and liabilities (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Company or any other such person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, Prospectus or other document, preliminary prospectus or any amendment or supplement thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and to (without limitation of iii) any violation or alleged violation by the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 Company of the Securities Act and Section 20 of Act, the Exchange Act) and all other prospective sellers for any legal Act or any other expenses reasonably incurred state securities or blue sky laws 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 omission is made in such Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, offering circularthe Registration Statement, or other document any amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Corporation Company by such holder Holder expressly for inclusion use therein, provided that in such Registration Statement, Prospectus, offering circular or other document; provided, however, that no event shall the obligations of such holder under such undertaking shall not apply to amounts paid in settlement aggregate liability of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder selling Holder of Registrable Securities shall be limited to exceed the amount of the net proceeds received by such selling holder from Holder upon the sale of the Registrable Securities covered giving rise to such indemnification obligation. The Company and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such Registration Statement.such

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders Holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, Prospectus, Free Writing 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 to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany, its directors such directors, controlling persons and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Corporation, its directors and officers and officers, each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, sellers from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and officers, each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as As a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders Holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the Company, all other prospective sellers, sellers from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing 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 to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany, its directors such directors, controlling persons and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be limited to the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Holder) received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any Holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received such Holder of Registrable Securities or an undertaking reasonably satisfactory to it from the prospective seller authorized officer of such Holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees, severally and not jointly, to indemnify, to the fullest full extent permitted by law, severally the Company and not jointly with any other holders of Registrable Securitiesits respective directors, the Corporationofficers, its directors agents and officers and employees each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based on upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circularor form of prospectus, or other document, arising out of or based upon any omission to state therein or alleged omission of a material fact required to be stated therein (in the case of any Prospectus or form of prospectus or any amendment or supplement thereto or any preliminary prospectus, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus and that such statement or omission is made was relied upon by the Company in preparation of such Registration Statement, Prospectus, offering circular, Prospectus or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other documentform of prospectus; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall not be limited liable in any such case to the extent that the Holder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such Registration Statement or Prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or Prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net proceeds of payment of all expenses) received by such selling holder from Holder upon the sale of the Registrable Securities covered giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Registration Statementindemnified party.

Indemnification by Holder of Registrable Securities. The Corporation may require, as As a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders Holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellersthe Company, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing 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 to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationCompany, its directors and such directors, officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any If the Holder's Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller are sold under a Prospectus which is a part of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesa Registration Statement, the CorporationHolder agrees to indemnify and hold harmless the Company, its directors and officers each officer who signed such Registration Statement and each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act Act), and each other person whose securities are sold under the Prospectus which is a part of such Registration Statement (and such person's officers, directors and employees and each person who controls such person within the meaning of Section 20 15 of the Exchange Securities Act) and all other prospective sellers), from and against any and all Losses arising losses, claims, damages and liabilities (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Company or any other such person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, Prospectus or other document, preliminary prospectus or any amendment or supplement thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and to (without limitation of iii) any violation or alleged violation by the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 Company of the Securities Act and Section 20 of Act, the Exchange Act) and all other prospective sellers for any legal Act or any other expenses reasonably incurred state securities or blue sky laws 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 omission is made in such Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Prospectus, offering circularthe Registration Statement, or other document any amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.Company

Indemnification by Holder of Registrable Securities. The Corporation may require, as As a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Issuer shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationIssuer, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Issuer and all other prospective sellers, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing 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 to (without limitation of the portions of this Section 8(b)) will reimburse the CorporationIssuer, its directors such directors, controlling persons and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Issuer by such holder Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, provided that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities Holder shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationCompany, its directors directors, officers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers(each such person, a “Company Indemnitee”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers Company Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, Loss (or actionany action in respect thereof), in each case to the extent, but only to the extent, that such untrue statement or 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 Corporation Company by such holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of any Company Indemnitee, if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the Loss (or action in respect thereof) at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed in accordance with this AgreementSection 4 hereof, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders Holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to will (without limitation of the portions of this Section 8(b5(b)) reimburse the CorporationCompany, its directors such directors, controlling persons and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation Company by such holder Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking Holder hereunder shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder Holder of Registrable Securities shall be limited to the net proceeds received by such selling holder Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Each holder --------------------------------------------------- of Registrable Securities in any registration statement filed in accordance with this Agreement, that agrees to indemnify and hold harmless the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person Person, if any, who controls the Corporation (Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) and all other prospective sellersAct to the same extent as the foregoing indemnify from the Company to such holder, from and against all Losses arising out of or based on any untrue statement of a material fact contained but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any such Registration Statement, Statement or Prospectus, offering circular, or other document, or any omission amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given to state therein a material fact required the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. In no event shall the liability of any selling holder of Registrable Securities hereunder be stated therein or necessary to make greater than the statements therein not misleading, and to (without limitation dollar amount of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation proceeds received by such holder for inclusion in upon the sale of the Registrable Securities giving rise to such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); indemnification obligation. The Company and provided, further, that the liability of such each holder of Registrable Securities shall be limited entitled to received indemnities from underwriters to the net proceeds received same extent as provided above with respect to information so furnished in writing by such selling holder from the sale of Registrable Securities covered by such them specifically for inclusion in any Prospectus or Registration Statement.Statement or any amendment or supplement thereto, or any preliminary prospectus

Indemnification by Holder of Registrable Securities. The Corporation may require, as As a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller each holder of such Registrable Securities to shall indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and Subsidiaries, each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellerseach their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or other documentsupplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act), or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statement, Prospectus, offering circular, any amendments or other document supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, provided that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statementregistration statement, Prospectusprospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b6(b)) reimburse the CorporationCompany, its directors and officers and each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made in such Registration Statementregistration statement, Prospectusprospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation Company by such holder for inclusion in such Registration Statementregistration statement, Prospectusprospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling the holder from the sale of Registrable Securities covered by such Registration Statementregistration statement.

Indemnification by Holder of Registrable Securities. The Corporation may require, as In connection with any Registration Statement in which a condition to including any holder of Registrable Securities in any registration statement filed in accordance with this Agreementis participating, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller such holder of such Registrable Securities shall furnish to the Partnership in writing such information as the Partnership reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securitiesjointly, the CorporationPartnership, its directors directors, officers, managers, accountants, attorneys, agents and officers and employees, each Person who controls the Corporation Partnership (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and all other prospective sellersthe directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons (collectively, the “Partnership Indemnified Persons”), from and against all Losses arising out of or based on upon (i) any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, circular or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and to (without limitation of the portions of this Section 8(b)) will reimburse the Corporation, its directors and officers and each such Partnership Indemnified Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or and any other expenses reasonably incurred in connection with investigating or defending any such claim, Lossloss, damage, liability, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, circular or other document in reliance upon and in conformity with written information furnished to the Corporation Partnership by such holder specifically for inclusion use in connection with the preparation of such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking hereunder shall not apply to amounts paid in settlement of any such claims, Losseslosses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and providedprovided further, furtherhowever, that the liability of such each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. Each such holder also agrees to indemnify any underwriter of Registrable Securities and each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Partnership Indemnified Persons in this Section 7(b).

Indemnification by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in In connection with any registration statement filed in accordance with pursuant to the terms of this Agreement, that each Investor severally will furnish to the Corporation shall have received an undertaking Company in writing such information as the Company reasonably satisfactory to it from requests concerning the prospective seller holders of such Registrable Securities and Additional Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and severally agrees to indemnifyindemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers directors, officers, employees, stockholders and each Person person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act 0000 Xxx) against any losses, claims, damages, liabilities and Section 20 of the Exchange Actexpense (including reasonable attorney's fees) and all other prospective sellers, resulting from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 omission is made contained in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written any information furnished to the Corporation in writing by such holder of Registrable Securities or Additional Registrable Securities to the Company specifically for inclusion in such Registration Statement, Prospectus, offering circular Statement or other document; provided, however, Prospectus or amendment or supplement thereto and that such information was substantially relied upon by the obligations Company in preparation of such holder under such undertaking the Registration Statement or Prospectus or any amendment or supplement thereto. In no event shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such a holder of Registrable Securities shall or Additional Registrable Securities be limited greater in amount than the dollar amount of the proceeds (net of all expense paid by such holder and the amount of any damages such holder has otherwise been required to the net proceeds pay by reason of such untrue statement or omission) received by such selling holder from upon the sale of the Registrable Securities covered by or Additional Registrable Securities included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Holder of Registrable Securities. The Corporation Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other documentdocument incidental to such registration (including any documents incorporated by reference therein), or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the CorporationCompany, its directors and officers and each Person who controls the Corporation Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, Loss, damage, liability, Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Corporation Company by such holder of Registrable Securities expressly for inclusion in such Registration Statement, Prospectus, offering circular or other documenttherein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.