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

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives and Affiliates, and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling HolderHolder pursuant to Section 2.8, but only with respect to written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable SecuritiesSecurities of such Selling Holder, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided2.8. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, howevertheir officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives on substantially the same basis as that of the indemnification of the Company provided in this Section 2.9. Notwithstanding the foregoing, that in no event will the total obligations liability of such a Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.9 or Section 2.11 herein) will be limited to an amount equal to or otherwise hereunder exceed the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementHolder.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives and Affiliates, Affiliates and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.102.6; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 2.7 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such 2.7. Each Selling Holder under also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement2.8.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives and Affiliates, and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling HolderHolder pursuant to Section 2.5 hereof, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.102.7 hereof; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein2.8 hereof) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementregistration.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such 2.7. Each Selling Holder under also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Agreement (includingSection 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may, but not limited toin no event, obligations arising under Section 2.11 herein) will be limited to an amount equal to exceed the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition sales of Registrable Securities pursuant giving rise to the indemnification obligations of such registration statementSelling Holder.

Indemnification by Holders of Registrable Securities. Each Selling In connection with the Registration, each Holder agrees, severally but not jointly of Registrable Securities will furnish to Company in writing such information and affidavits as Company reasonably requests in connection with any Registration Statement or jointly Prospectus and severally, agrees to indemnify and hold harmless harmless, to the full extent permitted by law, Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, officers and each Person, if any, Person who controls the Company (within the meaning of either the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorney's fees and disbursements) resulting from any untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary prospectus, amendment or supplement thereto, or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus necessary to make the statements therein not misleading, to the extent, but only the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder to Company specifically for inclusion in such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement thereto, provided that no selling Holder will be required under this Section 15 6.2 to pay an amount greater than the dollar amount of the Securities Act or Section 20 proceeds received by such selling Holder (net of underwriting commissions and discounts) with respect to the sale of the Exchange Act Shares giving rise to the claim and the liability of selling Holders will be several and not joint. Company 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 the foregoing indemnity from the provided above or otherwise as agreed to by Company to and such Selling Holder, but only Person with respect to information relating to such Selling Holder included in reliance upon and in conformity with information so furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly Person specifically for use the inclusion in any registration statement, preliminary prospectus, prospectus Prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementRegistration Statement.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling HolderHolder pursuant to Section 2.8, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided2.8. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, howevertheir officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.9. Notwithstanding the foregoing, that in no event will the total obligations liability of such a Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.9 or Section 2.11 herein) will be limited to an amount equal to or otherwise hereunder exceed the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementHolder.

Indemnification by Holders of Registrable Securities. Each To the fullest extent permitted by law, each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, Company its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling HolderHolder pursuant to clauses (i) and (ii) of Section 4.1, but only with respect reference to information relating related to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may preliminary prospectus; provided that the obligation to indemnify will be sought against such Selling Holder, such individual to each Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net amount of proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition sale of Registrable Securities pursuant to such registration statementRegistration Statement. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the 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 4.2, subject to the proviso in the first sentence of this Section 4.2. Notwithstanding the foregoing, the indemnity set forth in this Section 4.2, shall not apply to amounts paid in settlements effected without the consent of such Selling Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or with such Selling Holder's authorization on such Selling Holder’s 's behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such 2.4 hereof. Each Selling Holder under also agrees to indemnify and hold harmless the Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on the same basis as that of the indemnification of the Company provided in this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement2.5.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives and Affiliates, affiliates and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the CompanyIssuer, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company Issuer to such Selling Holder, but only with respect reference to information relating related to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus; provided that the liability of any Selling Holder under this Section 4.2 shall be limited to the net proceeds received by such Selling Holder in the offering giving rise to such liability. In case any action or proceeding shall be brought against the Company Issuer or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the CompanyIssuer, and the Company Issuer or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such preceding paragraph. Each Selling Holder under also agrees to indemnify and hold harmless Underwriters of the 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 Issuer provided in this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement4.2.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives and Affiliates, and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto; provided that the liability of each Holder shall be limited to the net proceeds (after deducting underwriting commissions and discounts, if any) received by such Holder from the sale of its Registrable Securities pursuant to any such registration statement. In case any action or proceeding shall be brought against the Company or its officers, directors directors, agents, employees, attorneys, representatives or agents Affiliates or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, agents, employees, attorneys, representatives or agents Affiliates or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives and Affiliates, and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling HolderHolder in Section 2.4, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.102.6; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 2.7 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement.

Indemnification by Holders of Registrable Securities. Each Selling In connection with the Registration, each Holder agrees, severally but not jointly of Registrable Securities will furnish to Company in writing such information and affidavits as Company reasonably requests in connection with any Registration Statement or jointly Prospectus and severally, agrees to indemnify and hold harmless harmless, to the full extent permitted by law, Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, officers and each Person, if any, Person who controls the Company (within the meaning of either the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorney's fees and disbursements) resulting from any untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary prospectus, amendment or supplement thereto, or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus necessary to make the statements therein not misleading, to the extent, but only the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder to Company specifically for inclusion in such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement thereto, provided that no selling Holder will be required under this Section 15 7.2 to pay an amount greater than the dollar amount of the Securities Act or Section 20 proceeds received by such selling Holder (net of underwriting commissions and discounts) with respect to the sale of the Exchange Act Shares giving rise to the claim and the liability of selling Holders will be several and not joint. Company 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 the foregoing indemnity from the provided above or otherwise as agreed to by Company to and such Selling Holder, but only Person with respect to information relating to such Selling Holder included in reliance upon and in conformity with information so furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly Person specifically for use the inclusion in any registration statement, preliminary prospectus, prospectus Prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementRegistration Statement.

Indemnification by Holders of Registrable Securities. Each Selling Holder agreesholder of Registrable Securities will, severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, each of its directors, officers, directors, agents, agents and employees, attorneyseach Persons who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), representatives and Affiliateseach Underwriter (if any), and each Personother selling holder and each other person, if any, who controls the Company another selling holder or such Underwriter within the meaning of either Section 15 of the Securities Act Act, and the directors, officers, agents or Section 20 employees of the Exchange Act such controlling Persons, to the same fullest extent permitted by applicable law, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) (including, without limitation, reasonable attorneys’ fees and other expenses) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the foregoing indemnity from sale of such Registrable Securities was registered under the Company Securities Act, any Prospectus contained in the Registration Statement, or any amendment or supplement to such Selling Holderthe Registration Statement, but only with respect or arise out of or are based upon any omission or the alleged omission to information relating state a material fact required to such Selling Holder included be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Selling Holder or on such Selling Holder’s behalf selling holder expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement theretotherein. In case any action or proceeding Each selling holder’s indemnification obligations hereunder shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder several and not joint and shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an the amount equal to the of any net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementselling holder.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.102.6; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) hereunder will be limited to an amount equal to the net proceeds actually received by to such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementregistration.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives and Affiliates, Affiliates and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.102.6; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement.2.7

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, selling holder of Registrable Securities agrees to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives partners and Affiliates, and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holderthe selling holders of Registrable Securities, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on selling holder with respect to such Selling Holder’s behalf selling holder expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable SecuritiesSecurities which contained a material misstatement of fact or omission of a material fact, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors directors, agents, employees, partners or agents Affiliates, or any such controlling personPerson, in respect of which indemnity may be sought against such Selling Holderany selling holder, such Selling Holder selling holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, agents, employees, partners or agents Affiliates, or such controlling person Person shall have the rights and duties given to such Selling Holder, selling holders by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition 4(e)(2). Each selling holder of Registrable Securities pursuant also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers, directors, agents, employees, partners and Affiliates, and each Person who controls such registration statementunderwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4(e)(3).

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, partners, members, trustees, executors, employees, managers, advisors, attorneys, representatives and Affiliates, and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto; provided that the liability of each Holder shall be limited to the net proceeds (after deducting underwriting commissions and discounts, if any) received by such Holder from the sale of its Registrable Securities pursuant to any such registration statement. In case any action or proceeding shall be brought against the Company or its officers, directors directors, agents, employees, attorneys, representatives or agents Affiliates or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, agents, employees, attorneys, representatives or agents Affiliates or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives employees and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees and agents of such controlling Person, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect reference to information relating related to such Selling Holder included in reliance upon and in conformity with information Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors directors, employees or agents or any such controlling personPerson or its officers, directors, employees or agents, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, employees or agents agents, or such controlling person Person, or its officers, directors, employees or agents, shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such preceding paragraph. Each Selling Holder under also agrees to indemnify and hold harmless any Underwriters of the 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 Agreement (includingSection 4.2. The Company shall be entitled to receive indemnities from Underwriters, but not limited toselling brokers, obligations arising under Section 2.11 herein) will be limited to an amount equal dealer managers and similar securities industry professionals participating in the distribution, to the net proceeds actually received same extent as provided above, with respect to information so furnished in writing by such Selling Holder (after deducting Persons specifically for inclusion in any discounts and commissions) from the disposition of Registrable Securities pursuant to such prospectus or registration statement.

Indemnification by Holders of Registrable Securities. Each Selling In connection with any registration statement in which the Holder agreesis participating, severally but not jointly the Holder will furnish to the Company in writing such information with respect to the name and address of the Holder and the amount of Registrable Securities held by the Holder and such other information as the Company shall reasonably request for use in connection with any such registration statement or jointly prospectus, and severallyagrees to indemnify, to indemnify and hold harmless the extent permitted by law, the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 the 1933 Xxx) xxainst any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading! to the extent. but only to the extent, that such untrue statement or omission is based upon any information with respect to the Holder so furnished in writing by the Holder specifically for inclusion in any prospectus or registration statement. In connection with an underwritten offering, the Holder participating in such offering will indemnify the underwriters thereof, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act or Section 20 of the Exchange Act to 1933 Xxx) xx the same extent as provided in the foregoing indemnity from the Company to such Selling Holder, but only immediately preceding sentence with respect to information relating indemnification of the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementindemnification obligation.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.102.7; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) hereunder will be limited to an amount equal to the net proceeds actually received by to such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementregistration.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to holder of Registrable Securities shall indemnify and hold harmless the Company, its officers, directors, agentspartners, employees, attorneys, representatives members and Affiliates, agents and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holderholder, but only solely with respect reference to information relating related to such Selling Holder included in reliance upon and in conformity with information holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf holder expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable SecuritiesSecurities of such holder included in any registration, or any amendment or supplement thereto, or any preliminary prospectus. In case Each holder of Registrable Securities included in any action or proceeding registration hereunder shall be brought against also indemnify and hold harmless any Underwriter of such holder’s Registrable Securities, their officers, directors, partners, members and agents and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company or its officers, directors or agents or any such controlling person, provided in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by this Section 2.104.2; provided, however, that the total obligations of such Selling Holder in no event shall any indemnity obligation under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an 4.2 exceed the dollar amount equal to of the net proceeds (after payment of any underwriting fees, discounts or commissions) actually received by such Selling Holder (after deducting any discounts and commissions) holder from the disposition sale of Registrable Securities pursuant which gave rise to such indemnification obligation under such registration statementstatement or prospectus.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the CompanyIssuer, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, officers and each Personperson, if any, who controls the Company Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended, to the same extent as the foregoing indemnity from the Company Issuer to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company Issuer or its directors or officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the CompanyIssuer, and the Company Issuer or its officers, directors or agents officers or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such preceding paragraph. Each Selling Holder under also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of Issuer provided in this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement7.

Indemnification by Holders of Registrable Securities. Each Selling In connection with any registration statement in which the Holder agreesis participating, severally but not jointly the Holder will furnish to the Company in writing such information with respect to the name and address of the Holder and the amount of Registrable Securities held by the Holder and such other information as the Company shall reasonably request for use in connection with any such registration statement or jointly prospectus, and severallyagrees to indemnify, to indemnify and hold harmless the extent permitted by law, the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 the 1933 Act) against any losses, claims, damages, liabilities and expenxxx xxxxlting from any untrue statement of a material fact or any omission of a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is based upon any information with respect to the Holder so furnished in writing by the Holder specifically for inclusion in any prospectus or registration statement. In connection with an underwritten offering, the Holder participating in such offering will indemnify the underwriters thereof, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act or Section 20 of the Exchange Act 1933 Act) to the same extent as provided in the foregoing indemnity from the Company to such Selling Holder, but only immediately precedinx xxxxxxce with respect to information relating indemnification of the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementindemnification obligation.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to holder of Registrable Securities shall indemnify and hold harmless the Company, its officers, directors, agentspartners, employees, attorneys, representatives members and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to the same extent as the foregoing indemnity from the Company to such Selling Holderholder, but only solely with respect reference to information relating related to such Selling Holder included in reliance upon and in conformity with information holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf holder expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable SecuritiesSecurities of such holder included in any registration, or any amendment or supplement thereto, or any preliminary prospectus. In case Each holder of Registrable Securities included in any action or proceeding registration hereunder shall be brought against also indemnify and hold harmless any Underwriter of such holder’s Registrable Securities, their officers, directors, partners, members and agents and each Person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company or its officers, directors or agents or any such controlling person, provided in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by this Section 2.104.2; provided, however, that the total obligations of such Selling Holder in no event shall any indemnity obligation under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an 4.2 exceed the dollar amount equal to of the net proceeds (after payment of any underwriting fees, discounts or commissions) actually received by such Selling Holder (after deducting any discounts and commissions) holder from the disposition sale of Registrable Securities pursuant which gave rise to such indemnification obligation under such registration statementstatement or prospectus.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to holder of Registrable Securities shall indemnify and hold harmless the Company, its officers, directors, agentspartners, employees, attorneys, representatives members and Affiliates, agents and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holderholder, but only solely with respect reference to information relating related to such Selling Holder included in reliance upon and in conformity with information holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf holder expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable SecuritiesSecurities of such holder included in any registration, or any amendment or supplement thereto, or any preliminary prospectus. In case Each holder of Registrable Securities included in any action or proceeding registration hereunder shall be brought against also indemnify and hold harmless any Underwriter of such holder's Registrable Securities, their officers, directors, partners, members and agents and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company or its officers, directors or agents or any such controlling person, provided in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by this Section 2.104.2; provided, however, that the total obligations of such Selling Holder in no event shall any indemnity obligation under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an 4.2 exceed the dollar amount equal to of the net proceeds (after payment of any underwriting fees, discounts or commissions) actually received by such Selling Holder (after deducting any discounts and commissions) holder from the disposition sale of Registrable Securities pursuant which gave rise to such indemnification obligation under such registration statementstatement or prospectus.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, partners, members, trustees, executors, employees, managers, advisors, attorneys, representatives and Affiliates, and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto; provided that the liability of each Holder shall be limited to the net proceeds (after deducting underwriting commissions and discounts, if any) received by such Holder from the sale of its Registrable Securities pursuant to any such registration statement. In case any action or proceeding shall be brought against the Company or its officers, directors directors, agents, employees, attorneys, representatives or agents Affiliates or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, agents, employees, attorneys, representatives or agents Affiliates or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided, however, that the total obligations of such Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statement2.9.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling HolderHolder pursuant to Section 2.7, but only with respect to written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable SecuritiesSecurities of such Selling Holder, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided2.7. Notwithstanding the foregoing, however, that in no event will the total obligations liability of such a Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to 2.8 or Section 2.10 or otherwise hereunder exceed the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementHolder.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling HolderHolder pursuant to Section 2.5, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company NY\5900697.1 or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided2.5. Notwithstanding the foregoing, however, that in no event will the total obligations liability of such a Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to 2.6 or Section 2.08 or otherwise hereunder exceed the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementHolder.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severally, to holder of Registrable Securities shall indemnify and hold harmless the Company, its officers, directors, agentspartners, employees, attorneys, representatives members and Affiliates, agents and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to the same extent as the foregoing indemnity from the Company to such Selling Holderholder, but only solely with respect reference to information relating related to such Selling Holder included in reliance upon and in conformity with information holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf holder expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable SecuritiesSecurities of such holder included in any registration, or any amendment or supplement thereto, or any preliminary prospectus. In case Each holder of Registrable Securities included in any action or proceeding registration hereunder shall be brought against also indemnify and hold harmless any Underwriter of such holder's Registrable Securities, their officers, directors, partners, members and agents and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company or its officers, directors or agents or any such controlling person, provided in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by this Section 2.104.2; provided, however, that the total obligations of such Selling Holder in no event shall any indemnity obligation under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an 4.2 exceed the dollar amount equal to of the net proceeds (after payment of any underwriting fees, discounts or commissions) actually received by such Selling Holder (after deducting any discounts and commissions) holder from the disposition sale of Registrable Securities pursuant which gave rise to such indemnification obligation under such registration statementstatement or prospectus.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives employees and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees and agents of such controlling Person, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect reference to information relating related to such Selling Holder included in reliance upon and in conformity with information Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement, preliminary prospectus, statement or prospectus (and amended or free writing prospectus supplemented if amended or supplemented) relating to the such Selling Holder's Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors directors, employees or agents or any such controlling personPerson or its partners, officers, directors, employees or agents, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, employees or agents agents, controlling Person, or such controlling person its partners, officers, directors, employees or agents, shall have the rights and duties given to such Selling Holder, by under Section 2.10; provided, however, that the total obligations of such 4.1. Each Selling Holder under also agrees to indemnify and hold harmless each other Selling Holder and any underwriters of the Registrable Securities, and their respective officers and directors and each Person who controls each such other Selling Holder or underwriter on substantially the same basis as that of the indemnification of the Company provided in this Agreement (includingSection 4.2. The Company shall be entitled to receive indemnities from underwriters, but not limited toselling brokers, obligations arising under Section 2.11 herein) will 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 statement. In no event shall the liability of any Selling Holder be limited to an greater in amount equal to than the dollar amount of the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from upon the disposition sale of the Registrable Securities pursuant giving rise to such registration statementindemnification obligation.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling HolderHolder pursuant to Section 2.7, but only with respect to written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus statement or free writing prospectus relating to the Registrable SecuritiesSecurities of such Selling Holder, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, howevertheir officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. Notwithstanding the foregoing, that in no event will the total obligations liability of such a Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to 2.8 or Section 2.10 or otherwise hereunder exceed the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementHolder.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly or jointly and severallyjointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and Affiliates, agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling HolderHolder pursuant to Section 2.7, but only with respect to written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus offering memorandum relating to the Registrable SecuritiesSecurities of such Selling Holder, or any amendment or supplement thereto, or any preliminary prospectus or preliminary offering memorandum. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.10; provided2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of, howeveror Selling Agents for, the Registrable Securities, their officers and directors and each Person who controls such Underwriters or Selling Agents, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives on substantially the same basis as that of the total obligations indemnification of such the Company provided in Section 2.7. Notwithstanding the foregoing, in no event will the liability of a Selling Holder under this Agreement (including, but not limited to, obligations arising under Section 2.11 herein) will be limited to an amount equal to 2.8 or Section 2.10 or otherwise hereunder exceed the net proceeds actually received by such Selling Holder (after deducting any discounts and commissions) from the disposition of Registrable Securities pursuant to such registration statementHolder.