Common use of Indemnification by Holder Clause in Contracts

Indemnification by Holder. The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising out of or based upon any untrue statement of a material fact contained in any registration statement, any prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon: (i) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue statement or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company specifically for inclusion in such registration statement or such prospectus or to the extent that (1) such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the registration statement, such prospectus or such form of prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x), the use by the Holder of an outdated or defective prospectus after the Company has notified the Holder in writing that the prospectus is outdated or defective and prior to the receipt by the Holder of a writing by the Company that the use of the applicable prospectus may be resumed.

Indemnification by Holder. The Holder shall (or, if there are multiple Holders, each Holder shall, severally and not jointly) indemnify and hold harmless the Company, its directors, officers, agents and employees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling personsPersons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject incurred, to appeal or review) the extent arising out of or based upon any untrue statement of a material fact contained in any registration statement, any prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon: (ix) the such Holder's ’s failure to comply with the prospectus delivery requirements of the Securities Act or (iiy) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the such Holder to the Company specifically for inclusion in such registration statement Registration Statement or such prospectus Prospectus or (ii) to the extent that (1) such information relates to the Holder or the such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the such Holder expressly for use in a Registration Statement (it being understood that the registration statementHolder has approved Annex A hereto for this purpose), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto or (2iii) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x3(d)(iii)-(vi), the use by the such Holder of an outdated or defective prospectus Prospectus after the Company has notified the such Holder in writing that the prospectus Prospectus is outdated or defective and prior to the receipt by the such Holder of a writing by the Company that Advice contemplated in Section 6(d). In no event shall the use liability of any selling Holder hereunder be greater in amount than the dollar amount of the applicable prospectus may be resumednet proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. The Each Holder shall shall, severally and not jointly, indemnify and hold harmless the Company, its officers, directors, officers, agents and employees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the officers, directors, officers, agents or and employees of each such controlling personsPerson, to the fullest extent permitted by applicable law, from and against any and all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject incurred, to appeal or review) the extent arising out of or based upon any untrue statement of a material fact contained in any registration statement, any prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon: (i1) the such Holder's ’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii2) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the such Holder to the Company specifically for inclusion in such registration statement the Registration Statement or such prospectus Prospectus expressly for use therein; provided, that each Holder’s obligation to indemnify such indemnified parties shall only be to the extent of the net proceeds received by such Holder in the offering to which the Registration Statement relates, or to the extent that (1) such information relates to the such Holder or the such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and as set forth in the section of the Registration Statement substantially similar to Annex A hereto or any changes to such section that are expressly approved in writing by the such Holder expressly for use in the registration statementRegistration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto thereto, or (23) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x3(c)(ii)-(v), the use by the such Holder of an outdated or defective prospectus Prospectus after the Company has notified the such Holder in writing that the prospectus Prospectus is outdated or defective and prior to the receipt by the such Holder of a writing by the Company that the use of the applicable prospectus may be resumedAdvice contemplated in Section 6(b).

Indemnification by Holder. The Holder shall shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person Person who controls Controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents agents, partners, members, stockholders or employees of such controlling personsPersons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based upon solely upon: (x) for so long as the Company is not a Seasoned Issuer and the prospectus delivery requirements of the Securities Act apply to sales by the Holder, the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in any registration statementRegistration Statement, any prospectusProspectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon: (i) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (ii) upon any untrue statement or omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extentextent that, (1) such untrue statement statements or omission is contained in any omissions are based solely upon information so regarding the Holder furnished in writing to the Company by the Holder to the Company specifically expressly for inclusion in such registration statement or such prospectus use therein, or to the extent that (1) such information relates to the Holder or the Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the registration statementRegistration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Exhibit A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x3(c)(ii)-(v), the use by the Holder of an outdated or defective prospectus Prospectus after the Company has validly notified the Holder in writing (in accordance with Section 7(b) below) that the prospectus Prospectus is outdated or defective and prior to the receipt by the Holder of a writing an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Company that Holder upon the use sale of the applicable prospectus may be resumedRegistrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. The Each Holder shall shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling personsPersons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject incurred, to appeal or review) the extent arising out of or based upon solely upon: (x) the Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, any prospectus, or any form of prospectusProspectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising solely out of or based solely upon: (i) the Holder's failure relating to comply with the prospectus delivery requirements of the Securities Act any omission or (ii) any untrue statement or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company specifically expressly for inclusion in such registration statement Registration Statement or such prospectus Prospectus or (ii) to the extent extent, but only to the extent, that (1) such information relates to the Holder or the Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the registration statementa Registration Statement, such prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto or (2iii) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Holder of an outdated outdated, defective or defective prospectus otherwise unavailable Prospectus after the Company has notified the Holder in writing that the prospectus Prospectus is outdated outdated, defective or defective otherwise unavailable for use by the Holder and prior to the receipt by the Holder of a writing the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by the Company that Holder upon the use sale of the applicable prospectus may be resumedRegistrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. The Holder shall indemnify and hold harmless the Company, its directorsixx xxxectors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising out of or based upon any untrue statement of a material fact contained in any registration statement, any prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon: (i) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue statement or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company specifically for inclusion in such registration statement or such prospectus or to the extent that (1) such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the registration statement, such prospectus or such form of prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x9.4(A)-(D), the use by the Holder of an outdated or defective prospectus after the Company has notified the Holder in writing that the prospectus is outdated or defective and prior to the receipt by the Holder of a writing by the Company that the use of the applicable prospectus may be resumed.

Indemnification by Holder. The Holder Distributing Holder(s) shall indemnify and hold harmless the Company, and each of its directors, officers, agents and employeeseach nominee (if any) named in any preliminary prospectus or final prospectus constituting a part of such registration statement, each of its officers who have signed such registration statement and such amendments or supplements thereto, and each person (if any) who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)) against all Liabilities, and the directors, officers, agents joint or employees of such controlling personsseveral, to which the fullest extent permitted by applicable lawCompany or any such director, from and against all Losses (nominee, officer or controlling person may become subject, under the Act or otherwise, insofar as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising such Liabilities arise out of or are based upon any untrue or alleged untrue statement of a any material fact contained in any such registration statement, any preliminary prospectus, final prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely arise out of or are based solely upon: (i) upon he omission or the Holder's failure alleged omission to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue statement or omission of state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in each case to the extent, but only to the extent, extent that such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company specifically for inclusion or alleged omission made in such registration statement or such statement, preliminary prospectus, final prospectus or to the extent that (1) such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the registration statement, such prospectus or such form of prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified reliance upon and in Section 2(d)(ii)(u)-(x), the use conformity with written information furnished by the Holder of an outdated or defective prospectus after the Company has notified the Holder in writing that the prospectus is outdated or defective and prior to the receipt by the Holder of a writing by the Company that the use of the applicable prospectus may be resumed.such Distributing

Indemnification by Holder. The Holder Each Holder, severally and not jointly, shall indemnify and hold harmless the CompanyPASW, its directors, officers, agents agents, representatives and employees, each person Person who controls the Company PASW (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents agents, representatives or employees of such controlling personsPersons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject incurred, to appeal or review) the extent arising out of or based upon any untrue statement of a material fact contained in any registration statement, any prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon: (ix) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (iiy) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished (or in the case of an omission, not furnished) in writing by the or on behalf of such Holder to the Company PASW specifically for inclusion in such registration statement the Registration Statement or such prospectus Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to PASW by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to the such Holder or the such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the registration statementSecurities, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto thereto, or (2) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x3(c)(ii)-(v), the use by the such Holder of an outdated or defective prospectus Prospectus after the Company PASW has notified the such Holder in writing that the prospectus Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(b), (3) the failure of the Holder to deliver a Prospectus prior to the confirmation of a writing sale, or (4) caused by actions of or due to statements provided by the Company that Holder’s broker, underwriter or other adviser engaged by Holder. In no event shall the use liability of any selling Holder hereunder be greater in amount than the applicable prospectus may be resumedproceeds payable to such Holder in connection with the sale of its Registrable Securities.

Indemnification by Holder. The Holder Distributing Holder(s) shall indemnify and hold harmless the Company, and each of its directors, officers, agents and employeeseach nominee (if any) named in any preliminary prospectus or final prospectus constituting a part of such registration statement, each of its officers who have signed such registration statement and such amendments or supplements thereto, and each person (if any) who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)) against all Liabilities, and the directors, officers, agents joint or employees of such controlling personsseveral, to which the fullest extent permitted by applicable lawCompany or any such director, from and against all Losses (nominee, officer or controlling person may become subject, under the Act or otherwise, insofar as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising such Liabilities arise out of or are based upon any untrue or alleged untrue statement of a any material fact contained in any such registration statement, any preliminary prospectus, final prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely arise out of or are based solely upon: (i) upon the Holder's failure omission or the alleged omission to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue statement or omission of state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in each case to the extent, but only to the extent, extent that such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company specifically for inclusion or alleged omission made in such registration statement or such statement, preliminary prospectus, final prospectus or to the extent that (1) such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the registration statement, such prospectus or such form of prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x), the use by the Holder of an outdated or defective prospectus after the Company has notified the Holder in writing that the prospectus is outdated or defective and prior to the receipt by the Holder of a writing by the Company that the use of the applicable prospectus may be resumed.supplement

Indemnification by Holder. The Holder shall shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling personsPersons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject incurred, to appeal or review) the extent arising out of or based upon any untrue statement of a material fact contained in any registration statement, any prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon: (i) the Holder's ’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in each case (A) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company specifically for inclusion in such registration statement the Registration Statement or such prospectus Prospectus or (B) to the extent that (1x) such untrue statements or omissions are based solely upon information regarding Holder furnished in writing to the Company by such Holder expressly for use therein, or (C) to the extent that such information relates to the Holder or the Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the registration statementRegistration Statement (it being understood that Holder has approved Annex A hereto for this purpose), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto or (2y) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x3(c), the use by the Holder of an outdated or defective prospectus Prospectus after the Company has notified the Holder in writing that the prospectus Prospectus is outdated or defective and prior to the receipt by the Holder of a writing by the Company defective; provided, however, that the use indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the applicable prospectus may be resumednet proceeds received by Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. The Holder shall shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling personsPersons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising out of or based upon any untrue statement of a material fact contained in any registration statementRegistration Statement, any prospectusProspectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon: (i) the Holder's ’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue statement or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company specifically for inclusion in such registration statement Registration Statement or such prospectus Prospectus or to the extent that (1) such untrue statements or omissions are based upon information regarding the Holder furnished to the Company by the Holder for use therein, or to the extent such information relates to the Holder or the Holder's proposed method of distribution of the Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the registration statementRegistration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x2(c) or Section 3(c)(ii)-(v), the use by the Holder of an outdated or defective prospectus Prospectus after the Company has notified the Holder in writing that the prospectus Prospectus is outdated or defective and prior to the receipt by the Holder of a writing by the Company that the use of the applicable prospectus may be resumedAdvice contemplated in Section 6(d).

Indemnification by Holder. The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling personsPersons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon any untrue statement of a material fact contained in any registration statementthe Registration Statement, any prospectusProspectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon: (i) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (ii) upon any untrue statement or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the such Holder to the Company specifically for inclusion in the Registration Statement, such registration statement Prospectus or such form of prospectus or to the extent that (1) such information relates to the such Holder or the such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the such Holder expressly for use in the registration statementRegistration Statement, such prospectus Prospectus or such form of prospectus Prospectus, or in any amendment or supplement thereto or (2) in thereto. In no event shall the case of an occurrence of an event liability of the type specified Holder hereunder be greater in Section 2(d)(ii)(u)-(x), amount than the use by the Holder of an outdated or defective prospectus after the Company has notified the Holder in writing that the prospectus is outdated or defective and prior to the receipt by the Holder of a writing by the Company that the use dollar amount of the applicable prospectus may be resumednet proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. The Holder shall shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling personsPersons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject incurred, to appeal or review) the extent arising out of or based upon any untrue statement of a material fact contained in any registration statement, any prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon: (ix) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (iiy) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company specifically for inclusion in such registration statement Registration Statement or such prospectus Prospectus or (ii) to the extent that (1) such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the registration statementHolder has approved Annex A hereto for this purpose), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto or (2iii) in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x3(d)(iii)-(vi), the use by the Holder of an outdated outdated, defective or defective prospectus otherwise unavailable for use by the Holder Prospectus after the Company has notified the Holder in writing that the prospectus Prospectus is outdated outdated, defective or defective otherwise unavailable for use by the Holder and prior to the receipt by the Holder of a writing by the Company that Advice contemplated in Section 6(d). In no event shall the use liability of Holder hereunder be greater in amount than the dollar amount of the applicable prospectus may be resumednet proceeds received by Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holder. The (a) As a condition to EMCORE’s obligation under this Article II to effect any registration under the Securities Act, each Holder shall hereby agrees to indemnify and hold harmless the Company, its directors, officers, agents and employeesEMCORE, each person Person referred to in clause (1), (2) or (3) of Section 11(a) of the Securities Act in respect of the registration statement, each other Holder for whom Registrable Securities are to be registered and each other Person, if any, who controls the Company (EMCORE within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, with respect to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which the Registrable Securities are to be registered under the Securities Act, in any registration statement, any prospectus, preliminary prospectus or any form of prospectus, final prospectus contained therein or in any amendment or supplement thereto, or arising solely arise out of or are based solely upon: (i) upon the Holder's failure omission or alleged omission to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue statement or omission of state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to the extentmisleading, but only to the extentwhich, such untrue statement in each case, is made in or omission is contained in any information so furnished in writing by the Holder to the Company specifically for inclusion in such registration statement or such prospectus or to the extent that (1) such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in omitted from the registration statement, such preliminary or final prospectus or such form of prospectus or in any amendment or supplement thereto in reliance upon and in conformity with information furnished or (2) approved, in the case of an occurrence of an event of the type specified in Section 2(d)(ii)(u)-(x)either case, the use by the Holder of an outdated or defective prospectus after the Company has notified the Holder in writing to EMCORE by such Holder; provided, however, that the prospectus is outdated or defective and prior indemnification obligations of each such Holder shall be limited to the receipt net proceeds received by such Holder from the Holder sale of a writing by the Company that the use of the applicable prospectus may be resumedRegistrable Securities pursuant to such registration.