Common use of Indemnification by the Holder Clause in Contracts

Indemnification by the Holder. The Holder agrees to indemnify and hold harmless the Company, and the officers, directors, stockholders, members, partners, managers, employees, trustees, executors, representatives and agents of the Company, and each of their respective Controlling Persons, to the fullest extent permitted by applicable law, from and against any and all Liabilities described in the indemnity contained in Section 4.1 hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to the Holder furnished to the Company by the Holder expressly for use in the Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the Holder shall not be liable for any claims hereunder in excess of the amount of net proceeds (after deducting underwriters’ discounts and commissions) received by the Holder from the sale of Registrable Shares pursuant to such Registration Statement, and provided further, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is effected without the prior written consent of the Holder to the extent such consent is required under Section 4.3.

Indemnification by the Holder. The To the extent permitted by law, each Holder agrees to will indemnify and hold harmless the Company, and the officers, each of its directors, stockholders, members, partners, managers, employees, trustees, executors, representatives and agents each of its officers who has signed the Companyregistration statement, and each person, if any, who controls the Company within the meaning of their respective Controlling Personsthe Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all Liabilities described losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, insofar as such losses, claims, damages or liabilities (or actions in the indemnity contained in Section 4.1 hereof, as incurred, but only with respect to thereto) arise out of or are based upon (x) any untrue statements or omissions, statement or alleged untrue statements or omissionsstatement contained in, made in the Registration Statement (or any amendment thereto) omission or any Prospectus included therein (or any amendment or supplement thereto) alleged omission from, information furnished in reliance upon and in conformity with written information with respect to the Holder furnished writing to the Company by the Holder specifically and expressly for use in any such registration statement or prospectus or (y) any failure by the Registration Statement Holder to deliver a prospectus or preliminary prospectus (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto)) as and when required under the Securities Act after such prospectus has been timely furnished by the Company. Such Holder will pay any reasonable legal or other expenses incurred by the Company, its directors, officers, shareholders and affiliates pursuant to this Section 7.2 in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Holder shall not be liable for any claims hereunder indemnity agreement contained in excess of the amount of net proceeds (after deducting underwriters’ discounts and commissions) received by the Holder from the sale of Registrable Shares pursuant to such Registration Statement, and provided further, that the obligations of the Holder hereunder this Section 7.2 shall not apply to amounts paid in settlement of any such Liabilities loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Holder to the extent such consent is required under Section 4.3Holder.

Indemnification by the Holder. The In connection with the Registration Statement, each Holder agrees to shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, directors, stockholders, members, partners, managers, employees, trustees, executors, representatives agents and agents employees of the Company, and each of their respective Controlling such controlling Persons, to the fullest extent permitted by applicable law, from and against any and all Liabilities described in the indemnity contained in Section 4.1 hereofLosses, as incurred, but arising out of, relating to or based upon any Violation, in each case to the extent, and only with respect to untrue statements or omissionsthe extent, or alleged untrue statements or omissions, made in the Registration Statement that such Violation occurs (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement theretoi) in reliance upon and in conformity with written information with respect to the Holder furnished to the Company by the a holder expressly for use in connection with such Registration Statement or any amendment thereof or supplement thereto, which information was reviewed and approved in writing by such Holder expressly for use in the such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment thereof or supplement thereto, or (ii) as a result of or in connection with the use by a Holder of an outdated or defective Prospectus after the delivery to the Holder of written notice from the Company that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 3(m); provided, however, that the Holder shall not be liable for any claims hereunder indemnity agreement contained in excess of the amount of net proceeds (after deducting underwriters’ discounts and commissionsthis Section 5(b) received by the Holder from the sale of Registrable Shares pursuant to such Registration Statement, and provided further, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities Losses if such settlement is effected without the prior written consent of the Holder Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such consent is required under Section 4.3Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Holder. The Each Holder severally, and not jointly, agrees to indemnify and hold harmless the Company, and the officers, directors, stockholders, members, partners, managers, employees, trustees, executors, representatives and agents of the Company, and each of their respective Controlling Persons, to the fullest extent permitted by applicable law, from and against any and all Liabilities described in the indemnity contained in Section 4.1 hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to the such Holder furnished to the Company by the Holder expressly for use in the Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the such Holder shall not be liable for any claims hereunder in excess of the amount of net proceeds (after deducting underwriters’ discounts and commissions) received by the such Holder from the sale of Registrable Shares pursuant to such Registration Statement, and provided further, that the obligations of the such Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is effected without the prior written consent of the such Holder to the extent such consent is required under Section 4.3.

Indemnification by the Holder. The Each Holder severally, but not jointly with any other Holder, agrees to indemnify and hold harmless the Company, and the each of their respective officers, directors, stockholders, members, partners, managers, employees, trusteesrepresentatives, executorssuccessors, representatives assigns and agents (and any other Persons with a functionally equivalent role of the Companya Person holding such titles, and each notwithstanding a lack of their respective Controlling Personssuch title or any other title), to the fullest extent permitted by applicable law, from and against any and all Liabilities described in the indemnity contained in Section 4.1 5(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the a Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to the such Holder furnished to the Company by the such Holder expressly for use in the Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); it being understood that the Company shall not rely upon, and such Holder shall not be responsible for any Liabilities arising out of the Company’s reliance upon, such written information to the extent, but only to the extent, that such Holder has subsequently notified the Company of a material inaccuracy in, or change to, such information; provided, however, that the such Holder shall not be liable for any claims hereunder in excess of the amount of net proceeds (after deducting underwriters’ discounts and commissions) received by the such Holder from the sale of Registrable Shares Securities pursuant to such Registration Statement, and provided further, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is effected without the prior written consent of the Holder to the extent such consent is required under Section 4.3.

Indemnification by the Holder. The Holder agrees to indemnify and hold harmless the Company, Company and the its directors and officers, directors, stockholders, members, partners, managers, employees, trustees, executors, representatives and agents including each director of the CompanyCompany and each officer of the Company who signed any Shelf Registration Statement or any registration statement with respect to an underwritten offering in which the Holder participates, as contemplated by Section 4(b) of this Agreement, and each Person, if any, who controls the Company within the meaning of their respective Controlling PersonsSection 15 of the Securities Act, to the fullest same extent permitted by applicable law, from and against any and all Liabilities described in as the indemnity contained in Section 4.1 5(a) hereof, as incurred, but only insofar as such loss, liability, claim, damage or expense arises out of or is based upon (i) any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statements or any registration statement with respect to untrue statements or omissionsan underwritten offering in which the Holder participates, or alleged untrue statements or omissions, made in the Registration Statement (as contemplated by Section 4(b) of this Agreement or any amendment thereto) thereto or any a Prospectus included therein (or any amendment or supplement thereto) thereto in reliance upon and in conformity with written information with respect to the Holder prepared and furnished to the Company by the Holder expressly for use therein or (ii) trades made by the Holder in the Registration Statement (or any amendment theretoviolation of Section 6(a) or such Prospectus (or any amendment or supplement thereto)below; provided, howeverthat, that in the Holder shall not be liable for any claims hereunder in excess case of the amount of net proceeds (after deducting underwriters’ discounts and commissionsHolder's obligation set forth in this Section 5(b) received by the Holder from the sale of Registrable Shares pursuant relating to such Registration StatementSection 5(a)(ii) above, and provided further, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is must be effected without with the prior written consent of the Holder to the extent such Holder, which consent is required under Section 4.3shall not be unreasonably withheld.

Indemnification by the Holder. The Each Holder severally agrees to ----------------------------- indemnify and hold harmless the Company, other selling Holder and the officers, directors, stockholders, members, partners, managers, employees, trustees, executors, representatives and agents of the Company, and its directors and officers (including each director and officer of their respective Controlling Personsthe Company who signed the Registration Statement), and each Person, if any, who controls the Company or any other selling Holder within the meaning of Section 15 of the Securities Act, to the fullest same extent permitted by applicable law, from and against any and all Liabilities described in as the indemnity contained in Section 4.1 hereof, as incurred8(a) hereof (except that any settlement described in Section 8(a)(ii) shall be effected with the written consent of such Holder), but only with respect to insofar as such loss, liability, claim, damage or expense arises out of or is based upon any untrue statements statement or omissionsomission, or alleged untrue statements statement or omissionsomission, made in the a Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to the Holder furnished to the Company by the such selling Holder expressly for use in the such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that . In no event shall the liability of any Holder shall not under this Section 8(b) be liable for any claims hereunder greater in excess amount than the dollar amount of the amount of net proceeds (after deducting underwriters’ discounts and commissions) received by the such Holder from upon the sale of the Registrable Shares pursuant Securities giving rise to such Registration Statement, and provided further, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is effected without the prior written consent of the Holder to the extent such consent is required under Section 4.3indemnification obligation.

Indemnification by the Holder. The Each Holder severally, and not jointly, agrees to indemnify and hold harmless the Company, and the officers, directors, stockholders, members, partners, managers, employees, trustees, executors, representatives and agents of the Company, and each of their respective Controlling Persons, to the fullest extent permitted by applicable law, from and against any and all Liabilities described in the indemnity contained in Section 4.1 hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement or Offering Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to the such Holder furnished to the Company by the Holder expressly for use in the Registration Statement or Offering Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the such Holder shall not be liable for any claims hereunder in excess of the amount of net proceeds (after deducting underwriters’ discounts and commissions) received by the such Holder from the sale of Registrable Shares pursuant to such Registration Statement or Offering Statement, and provided further, that the obligations of the such Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is effected without the prior written consent of the such Holder to the extent such consent is required under Section 4.3.

Indemnification by the Holder. The In connection with any Registration Statement in which such Holder agrees of Registrable Securities is participating, each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and the officersrespective partners, directors, stockholdersofficers, members, partnersrepresentatives, managers, employees, trustees, executors, representatives employees and agents of such Person or Controlling Person (except for Cxxxxxx, in the Company, and each of their respective Controlling Persons, event that Cxxxxxx is the indemnifying holder hereunder) to the fullest same extent permitted by applicable law, as the foregoing indemnity from and against any and all Liabilities described in the indemnity contained in Section 4.1 hereof, as incurredCompany to each Purchaser Indemnitee, but only with respect reference to untrue statements or omissions, omissions or alleged untrue statements or omissions, omissions made in the Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect relating to the Holder such Purchaser Indemnitee furnished to the Company in writing by the Holder expressly such Purchaser Indemnitee for use in the any Registration Statement (or any amendment thereto) or such Prospectus (or Prospectus, any amendment or supplement thereto); provided, however, that thereto or any preliminary Prospectus or Issuer Free Writing Prospectus. The liability of any Purchaser Indemnitee pursuant to this paragraph shall in no event exceed the Holder shall not be liable for any claims hereunder in excess of the amount of net proceeds (after deducting underwriters’ discounts and commissions) received by the Holder such Purchaser Indemnitee from the sale sales of Registrable Shares pursuant Securities giving rise to such Registration Statement, and provided further, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is effected without the prior written consent of the Holder to the extent such consent is required under Section 4.3obligations.

Indemnification by the Holder. The Each Holder agrees to indemnify ----------------------------- and hold harmless the Company, its directors and the officers, directors, stockholders, members, partners, managers, employees, trustees, executors, representatives officers (including each director and agents officer of the CompanyCompany who signed the Registration Statement), and each Person, if any, who controls the Company within the meaning of their respective Controlling PersonsSection 15 of the Securities Act, to the fullest same extent permitted by applicable law, from and against any and all Liabilities described in as the indemnity contained in Section 4.1 hereof, as incurred8(a) hereof (except that any settlement described in Section 8(a)(ii) shall be effected with the written consent of the Holder), but only with respect to insofar as such loss, liability, claim, damage or expense arises out of or is based upon any untrue statements statement or omissionsomission, or alleged untrue statements statement or omissionsomission, made in the a Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to the Holder furnished to the Company by the Holder expressly for use in the such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that . In no event shall the liability of the Holder shall not under this Section 8(b) be liable for any claims hereunder greater in excess amount than the dollar amount of the amount of net proceeds (after deducting underwriters’ discounts and commissions) received by the Holder from upon the sale of the Registrable Shares pursuant Securities giving rise to such Registration Statement, and provided further, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is effected without the prior written consent of the Holder to the extent such consent is required under Section 4.3indemnification obligation.

Indemnification by the Holder. The Holder agrees with respect to each registration pursuant to this Agreement in which the Holder participates to indemnify and hold harmless the Company, Company and the officers, directors, stockholders, members, partners, managers, employees, trustees, executors, representatives and agents of the Companyany underwriter, and each of their respective Controlling Personsdirectors and officers (including each officer of the Company who signed the registration statement), to and each Person, if any, who controls the fullest extent permitted by applicable lawCompany or any underwriter within the meaning of Section 15 of the Securities Act and the Holder, from and against any and all Liabilities loss, liability, claim, damage and expense described in the indemnity contained in Section 4.1 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement registration statement (or any amendment thereto) or any Prospectus included therein preliminary or final prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to the Holder furnished to the Company by the Holder expressly for use in the Registration Statement (or any amendment thereto) registration statement or such Prospectus prospectus (or any amendment or supplement thereto); provided, however, however that the Holder shall not be liable under this paragraph for any claims hereunder in excess of the only that amount of net losses, claims, damages, and liabilities as does not exceed the proceeds (after deducting underwriters’ discounts and commissions) received by to the Holder from as a result of the sale of Registrable Shares Registerable Securities pursuant to such Registration Statement, and provided further, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is effected without the prior written consent of the Holder to the extent such consent is required under Section 4.3registration.

Indemnification by the Holder. The In connection with the Shelf Registration Statement, each Holder agrees to shall indemnify and hold harmless the Company, and the officers, directors, stockholders, members, partners, managers, employees, trustees, executors, representatives each of its trustees and agents officers (including each trustee and officer of the CompanyCompany who signed the Shelf Registration Statement), and each Person, if any, who controls the Company within the meaning of their respective Controlling PersonsSection 15 of the Securities Act, to the fullest same extent permitted by applicable law, from and against any and all Liabilities described in as the indemnity contained in Section 4.1 hereof4(a) (including, as incurredwithout limitation, clause (y) thereof, and except that any settlement described in Section 4(a)(ii) shall be effected with the written consent of the Holder), but only with respect to insofar as such loss, liability, claim, damage or expense arises out of or is based upon any untrue statements statement or omissionsomission, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to the Holder furnished to the Company by the Holder and stated to be expressly for use in the such Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided. Notwithstanding the provisions of this Section 4(b), however, that the Holder shall not be liable for required to indemnify the Company with respect to any claims hereunder amount in excess of the amount of the total net proceeds (after deducting underwriters’ discounts and commissions) received by the Holder from sales of the sale of Registrable Shares pursuant to such Securities under the Shelf Registration Statement, and provided further, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is effected without the prior written consent of the Holder to the extent such consent is required under Section 4.3.

Indemnification by the Holder. The Holder agrees to indemnify and hold harmless the Company, and the officers, directors, stockholders, members, partners, managers, employees, trustees, executors, representatives and agents of the Company, and each of their respective Controlling Persons, to the fullest extent permitted by applicable law, from and against any and all Liabilities described in the indemnity contained in Section 4.1 hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to the Holder furnished to the Company by the Holder expressly for use in the Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the Holder shall not be liable for any claims hereunder in excess of the amount of net proceeds (after deducting underwriters’ discounts and commissions) received by the Holder from the sale of Registrable Shares pursuant to such Registration Statement, and provided further, that the obligations of the Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is effected without the prior written consent of the Holder to the extent such consent is required under Section 4.3.