Common use of Indemnification by Investor Clause in Contracts

Indemnification by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall, and does hereby agree to, defend, protect, indemnify and hold harmless the Company, and all of the Company’s subsidiaries, and each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, partners, members, employees and agents of each of them (collectively, the “Company Indemnitees”), from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arising out of or which are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that any such untrue statement or alleged untrue statement or omission or alleged omission was in connection with information furnished to the Company by Investor specifically for inclusion therein; provided, however, that the Investor will not be liable in any such case to the extent that any such Indemnified Liabilities arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

Indemnification by Investor. In consideration of the Company’s execution Each Investor (and delivery of this Agreementany underwriter, if any) and in addition to all of the Investor’s other obligations under this AgreementProspective Seller, the Investor shallseverally and not jointly, and does hereby agree to, defend, protect, shall indemnify and hold harmless the Company, and all of the Company’s subsidiariesits directors, officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and to the officers, directors, partners, members, employees and agents of each of them (collectively, the “Company Indemnitees”)fullest extent permitted by applicable law, from and against any and all ClaimsLosses, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or promptly as incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, of or relating to: (a) based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereofprospectus, or in any related form of prospectus, or in any amendment thereof or supplement thereto, or any free writing prospectus utilized in connection therewith, or arising out of or which are based upon the any omission or alleged omission to state therein 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, or any free writing prospectus, in the light of the circumstances under which they were made) not misleading, but only to the extent that any misleading if (i) such untrue statement or alleged untrue statement or omission or alleged omission was made in connection reliance upon and in conformity with written information furnished to the Company or its representatives by Investor or on behalf of such Investor, Prospective Seller or underwriter, if any, specifically for inclusion therein; provided, however, that the Investor will not be liable in any use therein or (ii) such case Losses are related to the extent use by such Investor, Prospective Seller or underwriter, if any, of such claim is related to the use by such party of an outdated or defective prospectus after the Investor, Prospective Seller or underwriter, if any, has received notice in writing from the Company that any such Indemnified Liabilities arise out of prospectus is outdated or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by defective. In no event shall the Company; (b) any misrepresentation or breach liability of any representation Investor or warranty made by Prospective Seller hereunder be greater in amount than the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation dollar amount of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against net proceeds received by such party upon the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any sale of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution Registrable Securities giving rise to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable lawsuch indemnification obligation.

Indemnification by Investor. In consideration of To the Company’s execution extent permitted by applicable law, each Investor separately (and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall, and does hereby agree to, defend, protect, not jointly or severally) will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.7(a)) the Company, its officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies and all Affiliates (in each case, in their capacities as such), each underwriter of the Company’s subsidiariessuch securities, and each Person other Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any Losses, joint or several, to which the Company and the such officers, directors, managers, employees, limited partners, membersgeneral partners, employees and agents of each of them (collectivelyequityholders, the “Company Indemnitees”)investment managers, from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, management companies or Affiliates or such underwriter or any of themsuch controlling Person may become subject under the Securities Act or otherwise, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, insofar as such Losses (or any actions in respect thereof) (i) arise out of them, as a result of, or arising out of, or relating to: (a) are based upon any untrue statement or alleged untrue statement of a any material fact contained contained, on any applicable effective date, in the any Registration Statement for under which such securities were registered under the registration Securities Act or any amendment or supplement to any of the Shares as originally filed or in any amendment thereofforegoing, or in any related prospectus, or in any amendment thereof or supplement thereto, or arising which arise out of or which are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus forming a part of such Registration Statement, in the light of the circumstances under which they were made) not misleading, but only to the extent that misleading or (ii) arise out of or are based upon any such untrue statement or alleged untrue statement of any material fact contained in any preliminary prospectus (if used prior to the filing of the final prospectus) or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading, in the case of each of clauses (i) and (ii), if and to the extent such statement or omission was made in connection reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Investor or its respective Representatives specifically for inclusion use therein; provided, however, that the total amount to be indemnified by such Investor will pursuant to this Section 6.7(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Investor in the offering to which such Registration Statement relates; provided, further, that such Investor shall not be liable in any such case to the extent that prior to the filing of any such Indemnified Liabilities arise out Registration Statement, prospectus or any amendment thereof or supplement thereto, such Investor has furnished in writing to the Company information expressly for use in, and within a reasonable period of time (in any event at least five Business Days) prior to the filing of, such Registration Statement, prospectus or are based upon any amendment thereof or supplement thereto which corrected or made not misleading information previously provided by such untrue statement or alleged untrue statement or omission or alleged omission made therein by Investor to the Company; (b) . This indemnity shall be in addition to any misrepresentation or breach liability each Investor may otherwise have. Such indemnity shall remain in full force and effect regardless of any representation or warranty investigation made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any on behalf of the Company Indemnitees. To or any indemnified party and shall survive the extent transfer of such securities by such Investor and regardless of any indemnity agreed to in the underwriting agreement that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution is less favorable to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable lawCompany.

Indemnification by Investor. In consideration The Investor agrees, as a consequence of the Company’s execution and delivery inclusion of this Agreement, and any of Investor Registrable Securities in addition a Registration Statement to all of the Investor’s other obligations under this Agreement, the Investor shall, and does hereby agree to, defend, protect, (i) indemnify and hold harmless the Company, and all its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company’s subsidiaries), its officers who sign any Registration Statement and each Person 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 the officers, directors, partners, members, employees and agents of each of them (collectively, the “Company Indemnitees”), from and against any and all Claimslosses, and the Investor agrees claims, damages or liabilities to reimburse which the Company Indemniteesor such other persons may become subject, under the Securities Act or any otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: are based upon (aA) any an untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, Prospectus or in any related prospectus, or in any amendment thereof or supplement thereto, or arising arise out of or which are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case to the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was made in connection reliance upon and in conformity with written information furnished to the Company by the Investor specifically expressly for inclusion thereinuse therein or (B) the use by the Investor of an outdated Prospectus from and after receipt by the Investor of a notice pursuant to Section 4.2(e), and (ii) reimburse the Company for any legal or other expenses incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Investor will shall not be liable under this Section 4.6(b) for any amount in any such case excess of the net proceeds paid to the extent that any such Indemnified Liabilities arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach respect of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto Registrable Securities sold by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable lawit.

Indemnification by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall, and does hereby agree to, defend, protect, shall indemnify and hold harmless the Company, its directors, officers, agents and all of the Company’s subsidiariesemployees, and each Person who controls the Company (within the meaning of Section 15 of the Securities 1933 Act or and Section 20 of the Exchange 1934 Act), and the directors, officers, directorsagents or employees of such controlling Persons, partners, members, employees and agents of each of them (collectively, to the “Company Indemnitees”)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 any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereofProspectus, or in any related form of prospectus, or in any amendment thereof or supplement thereto, or arising solely out of or which are based upon the any omission or alleged omission to state therein 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 misleadingmisleading to the extent, but only to the extent extent, that any (i) such untrue statement or alleged untrue statement or omission or alleged omission was is based solely upon information regarding the Investor furnished in connection with information furnished writing to the Company by Investor specifically for inclusion therein; provided, however, that the Investor will not be liable expressly for use in any such case Registration Statement or Prospectus, or to the extent that any such Indemnified Liabilities arise out information relates to the Investor or the Investor’s proposed method of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach distribution of any representation or warranty made Registrable Securities and was reviewed and expressly approved in writing by the Investor expressly for use in this Agreement the Registration Statement, such Prospectus or such form of Prospectus or in any other certificateamendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 9.2(c)(iv)-(vii), instrument the use by the Investor of an outdated or document defective Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated or defective and prior to the receipt by the Investor of the Advice contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation in Section 9.5. In no event shall the liability of the Investor contained hereunder be greater in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against amount than the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any dollar amount of the Company Indemnitees. To the extent that the foregoing undertaking net proceeds received by the Investor may be unenforceable for any reason, upon the Investor shall make the maximum contribution to the payment and satisfaction of each sale of the Indemnified Liabilities, which is permissible under applicable lawRegistrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall, and does hereby agree to, defend, protect, shall indemnify and hold harmless the Company, its directors, officers, agents and all of the Company’s subsidiariesemployees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directorsagents or employees of such controlling Persons, partners, members, employees and agents of each of them (collectively, to the “Company Indemnitees”)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 any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereofProspectus, or in any related form of prospectus, or in any amendment thereof or supplement thereto, or arising solely out of or which are based upon the any omission or alleged omission to state therein 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 the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that any such untrue statement or alleged omission is contained in any information so furnished by Investor to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statement statements or omission or alleged omission was in connection with omissions are based solely upon information regarding Investor furnished to the Company by Investor specifically expressly for inclusion use therein; provided, however, that the Investor will not be liable in any such case or to the extent that such information relates to Investor or Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by Investor expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(iii)-(v), the use by Investor of an outdated or defective Prospectus after the Company has notified Investor in writing that the Prospectus is outdated or defective and prior to the receipt by Investor of the Advice contemplated in Section 6.5. In no event shall the liability of the Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Indemnified Liabilities arise out Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation except in the event of fraud by such Investor and such fraud gave rise in whole or in part to such Losses. Notwithstanding the foregoing, Investor shall not be liable under this Section 6.4(b) to the extent that Losses giving rise to such indemnification obligation are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein the result of fraud committed by the Company; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

Indemnification by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall, and does hereby agree to, defend, protect, shall indemnify and hold harmless the Company, its directors, officers, agents and all of the Company’s subsidiariesemployees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directorsagents or employees of such controlling Persons, partners, members, employees and agents of each of them (collectively, to the “Company Indemnitees”)fullest extent permitted by applicable law, from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or Losses arising out of or which are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that any such untrue statement or alleged untrue statement or omission or alleged omission was in connection with information furnished to the Company by Investor specifically for inclusion therein; provided, however, that the Investor will not be liable in any such case to the extent that any such Indemnified Liabilities arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by the Company; on (bi) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; delivered in connection with this Agreement, (cii) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby delivered in connection with this Agreement or thereby; and (diii) any Claim brought untrue or made against alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or related preliminary prospectus or in any amendment or supplement thereto or any omission or alleged 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 (x) any such untrue or alleged untrue statement or omission or alleged omission was contained in or based upon information furnished in writing by or on behalf of the Investor to the Company Indemniteesspecifically for inclusion in such Registration Statement or such Prospectus or such form of Prospectus or in any amendment or supplement thereto or to the extent that such information relates to the Investor or the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by the Investor expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (y) in the case of theman occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), such Loss results from the use by the Investor of an outdated or defective Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated or defective and prior to the receipt by the Investor of the Advice contemplated in Section 6.5. In no event shall the liability of the Investor hereunder be greater in amount than the dollar amount of the proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation. The indemnification obligations of the Investor pursuant to subsections 6.4(b)(i) and 6.4(b)(ii) shall terminate upon the first anniversary of the Closing Date. In addition, the Investor shall not arising out be liable to reimburse the Company pursuant to subsection 6.4(b)(i) or 6.4(b)(ii) unless the aggregate amount of any action Losses incurred by the Company with respect to all such breaches of representations, warranties, covenants, agreements or inaction obligations by the Investor exceeds $375,000 and, provided that, the Investor’s maximum aggregate indemnification obligations pursuant to subsection 6.4(b)(i) or 6.4(b)(ii) will be limited to the amount of a Company Indemniteethe purchase price paid by the Investor for the Securities pursuant to Section 2.2(b). Notwithstanding the foregoing, indemnification from and against Losses arising out of or resulting from based on a preliminary prospectus pursuant to subsection 6.4(b)(iii) shall be available only in the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any case of the Company Indemnitees. To the extent that the foregoing undertaking Investor’s participation in a piggyback registration contemplated by Section 6.7 in which a preliminary prospectus is approved and authorized by the Investor may be unenforceable Company for any reasonuse in connection with the sale, the Investor shall make the maximum contribution pursuant to the payment and satisfaction of each such piggyback registration, of the Indemnified Liabilities, which is permissible under applicable lawSecurities.

Indemnification by Investor. In consideration of To the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreementextent permitted by applicable law, the Investor shall, separately (and does hereby agree to, defend, protect, not jointly or severally) will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.8(a)) the Company, its officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies and all Affiliates (in each case, in their capacities as such), each underwriter of the Company’s subsidiariessuch securities, and each Person other Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any Losses, joint or several, to which the Company and the such officers, directors, managers, employees, limited partners, membersgeneral partners, employees and agents of each of them (collectivelyequityholders, the “Company Indemnitees”)investment managers, from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, management companies or Affiliates or such underwriter or any of themsuch controlling Person may become subject under the Securities Act or otherwise, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, insofar as such Losses (or any actions in respect thereof) (i) arise out of them, as a result of, or arising out of, or relating to: (a) are based upon any untrue statement or alleged untrue statement of a any material fact contained contained, on any applicable effective date, in the any Registration Statement for under which such securities were registered under the registration Securities Act or any amendment or supplement to any of the Shares as originally filed or in any amendment thereofforegoing, or in any related prospectus, or in any amendment thereof or supplement thereto, or arising which arise out of or which are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus forming a part of such Registration Statement, in the light of the circumstances under which they were made) not misleading, but only to the extent that misleading or (ii) arise out of or are based upon any such untrue statement or alleged untrue statement of any material fact contained in any preliminary prospectus (if used prior to the filing of the final prospectus) or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading, in the case of each of clauses (i) and (ii), if and to the extent such statement or omission was made in connection reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Investor or its respective Representatives specifically for inclusion use therein; provided, however, that the total amount to be indemnified by the Investor will pursuant to this Section 6.8(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by the Investor in the offering to which such Registration Statement relates; provided, further, that the Investor shall not be liable in any such case to the extent that prior to the filing of any such Indemnified Liabilities arise out Registration Statement, prospectus or any amendment thereof or supplement thereto, the Investor has furnished in writing to the Company information expressly for use in, and within a reasonable period of time (in any event at least five Business Days) prior to the filing of, such Registration Statement, prospectus or are based upon any such untrue statement amendment thereof or alleged untrue statement supplement thereto which corrected or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach of any representation or warranty made not misleading information previously provided by the Investor to the Company. This indemnity shall be in this Agreement or addition to any other certificate, instrument or document contemplated hereby or thereby; (c) any breach liability the Investor may otherwise have. Such indemnity shall remain in full force and effect regardless of any covenant, agreement investigation made by or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any on behalf of the Company Indemnitees. To or any indemnified party and shall survive the extent that the foregoing undertaking Transfer of such securities by the Investor may be unenforceable for and regardless of any reason, indemnity agreed to in the Investor shall make the maximum contribution underwriting agreement that is less favorable to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable lawCompany.

Indemnification by Investor. In consideration connection with any Registration Statement in which the Investor as a holder of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this AgreementRegistrable Securities is participating, the Investor shallshall severally but not jointly, and does hereby agree to, defend, protectwithout limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, any underwriter participating in the distribution and all of the Company’s subsidiariestheir respective directors, officers, agents and employees, each Person who controls the Company or any such underwriter (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directorsagents or employees of such controlling Person (individually, partners, members, employees and agents of each of them (collectively, the a “Company IndemniteesIndemnified Person”), from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of themLosses, as a result ofincurred, or arising out of, of or relating to: based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed or in any amendment thereofStatement, Prospectus, or in any related form of prospectus, or in any amendment thereof or supplement theretothereto or in any Preliminary Prospectus, or arising out of or which are based upon upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of the Prospectus, or form of prospectus, or in any amendments or supplements thereto, or in any Preliminary Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in either case, to the extent, but only to the extent extent, that such untrue or alleged untrue statement or omission or alleged omission has been made therein in reliance upon and in conformity with information furnished in writing to the Company by the Investor expressly for use therein or (ii) the failure of the Investor (if it is determined that it was the responsibility of the Investor) at or prior to the written confirmation of the sale of the Registrable Securities to send or deliver a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) to the Person asserting any such Losses who purchased the Registrable Securities which are the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission was in connection with information furnished to the Company by Investor specifically for inclusion therein; provided, however, that the Investor will not be liable in any such case to the extent that any such Indemnified Liabilities arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, material fact made in such Preliminary Prospectus was corrected in the amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable lawsupplemented).

Indemnification by Investor. In consideration of connection with any Registration Statement in which Investor is participating, Investor shall furnish to the Company’s execution Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and delivery of this Agreement, and in addition agrees to all of the Investor’s other obligations under this Agreement, the Investor shall, and does hereby agree to, defend, protect, indemnify and hold harmless harmless, to the full extent permitted by law, the Company, its directors, officers, agents and all of the Company’s subsidiariesemployees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) and the directors, officers, directors, partners, members, agents or employees and agents of each of them (collectively, the “Company Indemnitees”)such controlling persons, from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or Losses arising out of, of or relating to: (a) based upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed Statement, Prospectus or in any amendment thereof, or in any related preliminary prospectus, or in any amendment thereof or supplement thereto, or arising out of or which are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements statement therein not misleading, to the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was is contained in connection with any information so furnished in writing by Investor to the Company expressly for use in such Registration Statement or Prospectus and that such information was solely relied upon by the Company in preparation of any Registration Statement, Prospectus or preliminary prospectus. In no event shall the liability of Investor be greater in amount than the dollar amount of the proceeds (net of the payment of all expenses) received by Investor specifically upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such Persons expressly for inclusion therein; provided, however, that the Investor will not be liable use in any such case to the extent that any such Indemnified Liabilities arise out of Prospectus or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable lawRegistration Statement.

Indemnification by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall, and does hereby agree to, defend, protect, shall indemnify and hold harmless the Company, its directors, officers, agents and all of the Company’s subsidiariesemployees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directorsagents or employees of such controlling Persons, partners, members, employees and agents of each of them (collectively, to the “Company Indemnitees”)fullest extent permitted by applicable law, from and against any and all Claims, and the Investor agrees Losses (as determined by a court of competent jurisdiction in a final judgment not subject to reimburse the Company Indemnitees, appeal or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or review) arising out of, of or relating to: (a) based upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration Statement, any Prospectus, or any form of the Shares as originally filed prospectus or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arising out of or which are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was is contained in connection with any information furnished in writing by Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or to the extent that (i) such untrue statements or omissions are based upon information regarding Investor furnished in writing to the Company by Investor specifically expressly for inclusion use therein; provided, however, that the Investor will not be liable in any such case or to the extent that such information related to Investor or Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any such Indemnified Liabilities arise out amendment or supplement thereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution” attached hereto), or are based upon any such untrue statement (ii) in the case of an occurrence of an event of the type specified in Paragraph (3)(b) above, the use by Investor of an outdated or alleged untrue statement or omission or alleged omission made therein by defective Prospectus after the Company; (b) any misrepresentation or breach of any representation or warranty made by the Company has notified Investor in this Agreement writing that the Prospectus is outdated or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation defective and prior to the receipt by Investor of the Advice contemplated in Paragraph (6) below. In no event shall the liability of Investor contained hereunder be greater in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against amount than the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any dollar amount of the Company Indemnitees. To net proceeds received by Investor upon the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each sale of the Indemnified Liabilities, which is permissible under applicable lawRegistrable Securities giving rise to such indemnification obligation.

Indemnification by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall, and does hereby agree to, defend, protect, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, and all of the Company’s subsidiariesits directors, officers, employees, stockholders, agents and each Person person who controls the Company within the meaning of the Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and the officers, directors, partners, members, employees and agents of each of them (collectively, the “Company Indemnitees”), from and against any losses, claims, damages, liabilities and all Claimsexpenses (including reasonable attorney fees) to which they may become subject under the 1933 Act or otherwise, and the Investor agrees to reimburse the Company Indemniteesinsofar as such losses, claims, damages or any liabilities (or actions in respect thereof) arise out of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: are based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed Statement, any preliminary Prospectus or in final Prospectus, or any amendment thereof, or in any related prospectus, or in any amendment supplement thereof or supplement thereto, or arising out of or which are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was omissions were made in reliance upon information furnished in writing by or on behalf of Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, and (ii) any offers or sales by or on behalf of Investor after delivery to Investor by the Company of a notice of suspension described in Section 2(c)(ii) above and before delivery of a notice by the Company to Investor advising the Investor that dispositions may be made as provided by Section 5(c) above. In no event shall the liability of Investor be greater in amount than the dollar amount of the proceeds (net of all expenses paid by Investor in connection with information furnished any claim relating to this Section 6 and the Company amount of any damages Investor has otherwise been required to pay by Investor specifically for inclusion therein; provided, however, that the Investor will not be liable in any such case to the extent that any such Indemnified Liabilities arise out reason of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein omission) received by Investor upon the Company; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation sale of the Investor contained Registrable Securities included in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution Registration Statement giving rise to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable lawsuch indemnification obligation.

Indemnification by Investor. In consideration of the Company’s 's execution and delivery of this Agreement, and in addition to all of the Investor’s 's other obligations under this Agreement, the Investor shall, and does hereby agree to, defend, protect, indemnify and hold harmless the Company, and all of the Company’s 's subsidiaries, and each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, partners, members, employees and agents of each of them (collectively, the “"Company Indemnitees”"), from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arising out of or which are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that any such untrue statement or alleged untrue statement or omission or alleged omission was in connection with information furnished to the Company by Investor specifically for inclusion therein; provided, however, that the Investor will not be liable in any such case to the extent that any such Indemnified Liabilities arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by the CompanyCompany other than in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

Indemnification by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall, and does hereby agree to, defend, protect, indemnify and hold harmless the Company, and all of the Company’s subsidiaries, and each Person who controls the Company within with in the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, partners, members, employees and agents of each of them (collectively, the “Company Indemnitees”), from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arising out of or which are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that any such untrue statement or alleged untrue statement or omission or alleged omission was in connection with information furnished to the Company by Investor specifically for inclusion therein; provided, however, that the Investor will not be liable in any such case to the extent that any such Indemnified Liabilities arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

Indemnification by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall, and does hereby agree to, shall defend, protect, indemnify and hold harmless the Company, Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the Company’s subsidiaries, transactions contemplated by this Agreement) and each Person person who controls the Company Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, partners, members, employees and agents of each of them Act (collectively, the “Company Indemnitees”), ) from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or Liabilities incurred by the Company Indemnitees, Indemnitees or any of them, them as a result of, or arising out of, or relating to: to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Put Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arising arise out of or which are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that any such untrue statement or alleged untrue statement or omission or alleged omission was in connection with information furnished to the Company by Investor specifically for inclusion therein; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such Indemnified Liabilities arise loss, claim, damage or liability arises out of or are is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the CompanyCompany specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or therebythereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against thereby executed by the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any of the Company IndemniteesInvestor. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reasonunder Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.Applicable Laws

Indemnification by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall, and does hereby agree to, defend, protect, will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9.1(a)) the Company, its officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies and all of the Company’s subsidiariesAffiliates (in each case, in their capacities as such), and each Person other Person, if any, who controls Controls such the Company within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including reasonable legal fees and costs of court), joint or several, to which the Company and such officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies or Affiliates or any such controlling Person may become subject under the Securities Act or Section 20 of the Exchange Actotherwise, and the officersinsofar as such losses, directorsclaims, partners, members, employees and agents of each of them (collectively, the “Company Indemnitees”), from and against any and all Claims, and the Investor agrees to reimburse the Company Indemniteesdamages, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, liabilities (or any actions in respect thereof) arise out of them, as a result of, or arising out of, or relating to: (a) are based upon any untrue statement or alleged untrue statement of a any material fact contained (a) contained, on its effective date, in the any Shelf Registration Statement for under which such securities were registered under the registration Securities Act or any amendment or supplement to any of the Shares as originally filed or in any amendment thereofforegoing, or in any related prospectus, or in any amendment thereof or supplement thereto, or arising which arise out of or which are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus forming a part of such Shelf Registration Statement, in the light of the circumstances under which they were made) not misleading, but only misleading or (b) contained in any preliminary prospectus (if used prior to the extent that filing of the final prospectus) or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any such untrue statement amendment or alleged untrue statement supplement to the final prospectus), or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading, if and to the extent such statement or omission was made in connection reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Investor specifically for inclusion thereinuse in the preparation thereof; provided, however, that the total amount to be indemnified by the Investor will pursuant to this Section 9.2 shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by the Investor in the offering to which such Shelf Registration Statement relates; provided, further, that the Investor shall not be liable in any such case to the extent that prior to the filing of any such Indemnified Liabilities arise out Shelf Registration Statement, prospectus or any amendment thereof or supplement thereto, the Investor has furnished in writing to the Company information expressly for use in, and within a reasonable period of time prior to the effectiveness of, such Shelf Registration Statement, prospectus or are based upon any such untrue statement amendment thereof or alleged untrue statement supplement thereto which corrected or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach of any representation or warranty made not misleading information previously provided by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable lawCompany.

Indemnification by Investor. In consideration of the Company’s execution Investor and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor its permitted assignees shall, jointly and does hereby agree to, defend, protectseverally, indemnify and hold harmless the Company, its directors, officers, agents and all of the Company’s subsidiariesemployees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directorsagents or employees of such controlling Persons, partnersand the respective successors, membersassigns, employees estate and agents personal representatives of each of them (collectivelythe foregoing, to the “Company Indemnitees”)fullest extent permitted by applicable law, from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of themLosses, as a result ofincurred, or arising out of, of or relating to: (a) to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares Statement, any Prospectus, as originally filed supplemented or in any amendment thereofamended, or in any related prospectus, or in any amendment thereof or supplement theretoif applicable, or arising out of or which are based upon the relating to any omission or alleged omission to state therein 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 the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that any (i) such untrue statement or alleged untrue statement omission is contained in or omission omitted from any information so furnished in writing by the Holder or alleged omission was in connection with information furnished the Special Counsel to the Company by Investor specifically for inclusion therein; providedin the Registration Statement or such Prospectus, howeverand (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, that the Investor will not be liable in any such case Prospectus or such form of prospectus or, to the extent that any such Indemnified Liabilities arise out information relates to the Holder or the Holder's proposed method of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein distribution of Registrable Securities, was reviewed and expressly approved in writing by the Company; (bHolder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 6(b) any misrepresentation or breach of any representation or warranty made by for only that amount as does not exceed the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation net proceeds to the Holder as a result of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any sale of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed Registrable Securities pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable lawsuch Registration Statement.

Indemnification by Investor. In consideration of the Company’s execution Investor and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor its permitted assignees shall, jointly and does hereby agree to, defend, protectseverally, indemnify and hold harmless the Company, its directors, officers, agents and all of the Company’s subsidiariesemployees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directorsagents or employees of such controlling Persons, partnersand the respective successors, membersassigns, employees estate and agents personal representatives of each of them (collectivelythe foregoing, to the “Company Indemnitees”)fullest extent permitted by applicable law, from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of themLosses, as a result ofincurred, or arising out of, of or relating to: (a) to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares Statement, any Prospectus, as originally filed supplemented or in any amendment thereofamended, or in any related prospectus, or in any amendment thereof or supplement theretoif applicable, or arising out of or which are based upon the relating to any omission or alleged omission to state therein 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 the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that any (i) such untrue statement or alleged untrue statement omission is contained in or omission omitted from any information so furnished in writing by the Holder or alleged omission was in connection with information furnished the Special Counsel to the Company by Investor specifically for inclusion therein; providedin the Registration Statement or such Prospectus, howeverand (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, that the Investor will not be liable in any such case Prospectus or such form of prospectus or, to the extent that any such Indemnified Liabilities arise out information relates to the Holder or the Holder’s proposed method of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein distribution of Registrable Securities, was reviewed and expressly approved in writing by the Company; (bHolder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 6(b) any misrepresentation or breach of any representation or warranty made by for only that amount as does not exceed the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation net proceeds to the Holder as a result of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any sale of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed Registrable Securities pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable lawsuch Registration Statement.

Indemnification by Investor. In consideration of the Company’s execution Investor and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor its permitted assignees shall, jointly and does hereby agree to, defend, protectseverally, indemnify and hold harmless the Company, its directors, officers, agents and all of the Company’s subsidiariesemployees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directorsagents or employees of such controlling Persons, partnersand the respective successors, membersassigns, employees estate and agents personal representatives of each of them (collectivelythe foregoing, to the “Company Indemnitees”)fullest extent permitted by applicable law, from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of themLosses, as a result ofincurred, or arising out of, of or relating to: (a) to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares Statement, any Prospectus, as originally filed supplemented or in any amendment thereofamended, or in any related prospectus, or in any amendment thereof or supplement theretoif applicable, or arising out of or which are based upon the relating to any omission or alleged omission to state therein 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 the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that any (i) such untrue statement or alleged untrue statement omission is contained in or omission omitted from any information so furnished in writing by the Investor or alleged omission was in connection with information furnished the Special Counsel to the Company by Investor specifically for inclusion therein; providedin the Registration Statement or such Prospectus, howeverand (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, that the Investor will not be liable in any such case Prospectus or such form of prospectus or, to the extent that any such Indemnified Liabilities arise out information relates to the Investor or the Investor's proposed method of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach distribution of any representation or warranty made Registrable Securities, was reviewed and expressly approved in writing by the Investor expressly for use in this Agreement the Registration Statement, such Prospectus or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach such form of any covenant, agreement or obligation of Prospectus Supplement. Notwithstanding anything to the Investor contrary contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reasonherein, the Investor shall make be liable under this Section 6(b) for only that amount as does not exceed the maximum contribution net proceeds to the payment and satisfaction of each Investor as a result of the Indemnified Liabilities, which is permissible under applicable lawsale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall, severally and does hereby agree to, defend, protectnot jointly, indemnify and hold harmless the CompanyCorporation, its directors, officers, agents and all of the Company’s subsidiariesemployees, and each Person person who controls the Company Corporation (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directorsagents or employees of such controlling persons, partners, members, employees and agents of each of them (collectively, to the “Company Indemnitees”)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 any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereofProspectus, or in any related form of prospectus, or in any amendment thereof or supplement thereto, or arising solely out of or which are based upon the any omission or alleged omission to state therein 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 misleadingmisleading to the extent, but only to the extent extent, that any (i) such untrue statement or alleged untrue statement or omission or alleged omission was is based solely upon information regarding the Investor furnished in connection with information furnished writing to the Company Corporation by Investor specifically for inclusion therein; provided, however, that the Investor will not be liable expressly for use in any such case the Registration Statement or Prospectus, or to the extent that any such Indemnified Liabilities arise out information relates to the Investor or its proposed method of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach distribution of any representation or warranty made Shares and was reviewed and expressly approved in writing by the Investor expressly for use in this Agreement the Registration Statement, such Prospectus or such form of Prospectus or in any other certificateamendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 4.2.3(i)-(iii), instrument the use by the Investor of an outdated or document defective Prospectus after the Corporation has notified the Investor in writing that the Prospectus is outdated or defective and prior to the receipt by the Investor of the Advice contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation in Section 4.6. In no event shall the liability of the Investor contained be greater in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against amount than the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any dollar amount of the Company Indemnitees. To the extent that the foregoing undertaking net proceeds received by the Investor may be unenforceable for any reason, upon the Investor shall make the maximum contribution to the payment and satisfaction of each sale of the Indemnified Liabilities, which is permissible under applicable lawShares giving rise to such indemnification obligation.

Indemnification by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Each Investor shall, severally and does hereby agree to, defend, protectnot jointly, indemnify and hold harmless the Company, its directors, officers, agents and all of the Company’s subsidiariesemployees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, directorsagents or employees of such controlling Persons, partners, members, employees and agents of each of them (collectively, to the “Company Indemnitees”)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 any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereofProspectus, or in any related form of prospectus, or in any amendment thereof or supplement thereto, or arising out of or which are based upon the relating to any omission or alleged omission to state therein 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 the light of the circumstances under which they were made) not misleading, but only to the extent that any such untrue statement or alleged omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that such untrue statement statements or omission or alleged omission was in connection with omissions are based solely upon information regarding such Investor furnished to the Company by such Investor specifically in writing expressly for inclusion therein; provideduse in the Registration Statement or Prospectus, however, that the Investor will not be liable in any such case or to the extent that any such Indemnified Liabilities arise out information relates to such Investor or such Investor’s proposed method of or are based upon any distribution of Registrable Securities and was reviewed and expressly approved in writing by such untrue statement or alleged untrue statement or omission or alleged omission made therein by Investor expressly for use in the Company; Registration Statement (b) any misrepresentation or breach of any representation or warranty made it being understood that the information provided by the Investor to the Company in this Agreement the Selling Stockholder Questionnaire and the Plan of Distribution set forth on Exhibit A, as the same may be modified by such Investor constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of Prospectus or in any other certificate, instrument amendment or document contemplated hereby or thereby; (c) any breach supplement thereto. In no event shall the liability of any covenant, agreement or obligation selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against upon the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any sale of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution Registrable Securities giving rise to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable lawsuch indemnification obligation.