Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participating, by such participation each Holder agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entity, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent such Claim or Indemnified Damages arises directly from any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by the Holders. In connection with any Registration Statement in which a there are Participating Holders, each such Participating Holder is participatingshall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, by such participation each Holder agrees to severally and not jointly indemnify, hold harmless and defendjointly, to the same fullest extent and in the same manner as is set forth in subsection (e)(i) abovepermitted by law, the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, Affiliates and each person or entity, if any, Person who controls the Company (within the meaning of the Securities Act Act) and their respective officers and directors against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Exchange Act (eachRegistration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a “Company Indemnified Person”)material fact required to be stated therein or necessary to make the statements therein not misleading, against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, but only to the extent such Claim or Indemnified Damages arises directly from any Violation, in each case to that the extent, and only to the extent, that such Violation occurs same are made in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by such Holder specifically expressly for use in connection with therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement; and, subject Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to subsection (e)(vbe so delivered) below, after the Company has furnished such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claima sufficient number of copies of the same; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement liability of any Claim if each such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed in proportion to and limited to the net proceeds to amount received by such Holder as a result of from the sale of the Registrable Shares Registerable Securities pursuant to a such Registration Statement giving rise to such liabilityStatement. Such indemnity The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such Company Indemnified Person. Notwithstanding anything to indemnified Person and shall survive the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit transfer of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedsecurities.

Indemnification by the Holders. In connection with any Registration Statement in which a To the extent permitted by law, each selling Holder is participating, by such participation each Holder agrees to severally will indemnify and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its officers who signs a Registration Statementhas signed the registration statement, each of the Company’s agents or representatives, and each person or entityperson, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (eachAct, a “Company Indemnified Person”)any other Holder selling securities in such registration statement and any controlling person of any such other Holder, against any Claim losses, claims, damages, or Indemnified Damages liabilities (joint or several) to which any of them the foregoing persons may become subject, under the Securities Act, the Exchange Act or otherwiseother federal or state law, to the extent insofar as such Claim losses, claims, damages, or Indemnified Damages arises directly from liabilities (or actions in respect thereof) arise out of or are based upon any Violation, in each case to the extent, extent (and only to the extent, ) that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder specifically expressly for use in connection with such Registration Statementregistration; and, subject to subsection (e)(v) below, and each such Holder will reimburse pay, as incurred, any legal or other reasonable expenses reasonably incurred by them any person intended to be indemnified pursuant to this Section 2.2, in connection with investigating or defending any such Claimloss, claim, damage, liability, or action; providedPROVIDED, howeverHOWEVER, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below Section 2.2 shall not apply to amounts paid in settlement of any Claim such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of such the Holder, which consent shall not be unreasonably withheld; provided, further, however, PROVIDED that the Holder in no event shall be liable any indemnity under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not 2.2 exceed the net gross proceeds to from the offering received by such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedHolder.

Indemnification by the Holders. In connection with any Registration Statement in which a Each Holder is participatingagrees, by such participation each Holder agrees to severally and not jointly indemnifyjointly, to indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its directors and officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entityPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Person”), from and against any Claim or Indemnified all Damages to which any of them may become subjectthe same extent as the foregoing indemnity from the Company to such Holder, under the Securities Act, the Exchange Act or otherwise, but only to the extent such Claim Damages arise out of or Indemnified Damages arises directly from are based upon any Violationuntrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto) or are caused by any omission to state therein a material fact necessary to make the statements therein, in each case light of the circumstances under which they were made, not misleading, which untrue statement or omission is based upon information relating to the extent, and only to the extent, that such Violation occurs Holder furnished in reliance upon and in conformity with written information furnished writing to the Company by such Holder specifically expressly for use in connection with any such Registration Statement; and, subject to subsection Statement (e)(vor any amendment thereto) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such ClaimProspectus (or any amendment or supplement thereto); provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent Holder shall not be unreasonably withheld; provided, further, however, obligated to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability of any Holder of Registrable Securities hereunder be liable under this subsection (e)(ii) for only that greater in amount than the amount of a Claim or Indemnified Damages as does not exceed the net proceeds to received by such Holder as a result of upon the sale of the Registrable Shares pursuant to a Registration Statement Securities giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedobligation.

Indemnification by the Holders. In connection with The Company may require, as a condition to including any Registration Statement Registrable Securities in any registration statement to which a Holder is participatingArticle II applies, by that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such participation each Holder agrees Registrable Securities or any underwriter to severally indemnify and not jointly indemnify, hold harmless (in the same manner and defend, to the same extent and in the same manner as is set forth in subsection (e)(iSection 3.1) above, the Company, each of its directors, each of its officers who signs a Registration Statementofficers, each of the Company’s agents or affiliates, employees, representatives, agents, and each person or entity, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act controlling Persons (each, a “Company Indemnified Person”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities ActParty,” and collectively, the Exchange Act “Company Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties” and each individually an “Indemnified Party”) with respect to any untrue statement or otherwisealleged untrue statement in or omission or alleged omission from such registration statement, to the extent any preliminary, final or supplemental prospectus contained therein, or any amendment or supplement, if such Claim untrue statement or Indemnified Damages arises directly from any Violation, in each case to the extent, and only to the extent, that such Violation occurs alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder seller or underwriter respectively, specifically stating that it is for use in connection with the preparation of such Registration Statement; andregistration statement, subject to subsection (e)(v) belowpreliminary, such Holder will reimburse final, or supplemental prospectus or amendment or supplement, or a document incorporated by reference into any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claimof the foregoing; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below Section 3.2 shall not apply to amounts paid in settlement of any Claim such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of such Holder, seller (which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim withheld or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liabilitydelayed). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the prospective sellers, or any of their respective affiliates, directors, officers, or controlling Persons and shall survive the transfer of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedsecurities by such Holder.

Indemnification by the Holders. In connection with any Registration Statement in which a Each Holder is participating, by such participation each Holder agrees to severally and not jointly indemnify, hold harmless and defendshall, to the same full extent permitted by law, indemnify and in hold harmless the same manner as is set forth in subsection (e)(i) aboveCompany and its Affiliates, the Company, each of its and their respective managing directors, each of its officers who signs officers, directors, managers, officers, employees and agents (each, a Registration Statement, each of the Company’s agents or representatives, and each person or entity, if any, who controls "Company Indemnified Party") against any Losses to which the Company within the meaning of or any such Company Indemnified Party may become subject under the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent insofar as such Claim Losses (or Indemnified Damages arises directly from any Violationactions or proceedings, whether commenced or threatened, in each respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement of the Company, any preliminary prospectus of the Company, final prospectus of the Company or summary prospectus contained therein, or any amendment or supplement thereto, or 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 to of a prospectus, in the extentlight of the circumstances under which they were made) not misleading, and only to the extent, that if such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent preparation of such Holderregistration statement, which consent shall not be unreasonably withheld; providedpreliminary prospectus, furtherfinal prospectus, howeversummary prospectus, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim amendment or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liabilitysupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such the Company or any Company Indemnified Party and shall survive the transfer of such shares by such seller. Such Holder shall also indemnify each other Person that participates (including as an underwriter) in the offering or sale of Registrable Securities, and such Person. Notwithstanding anything 's Affiliates, and their respective managing directors, officers, directors, managers, officers, employees and agents, to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) same extent as provided above with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedCompany.

Indemnification by the Holders. In connection with any Registration Statement Each Holder will, if Registrable Securities held by or issuable to such Holder are included in the securities to which a Holder registration is participatingbeing effected, by such participation each Holder agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, indemnify the Company, each of its directors, each of its directors and officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entity, if any, who controls the Company within the meaning of the Securities Act, and each other Holder, each of such other Holder’s officers and directors and each person controlling such other Holder, against all claims, losses, damages, costs, expenses and liabilities of any nature whatsoever (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or that prospectus incident to any such registration, or arising out of or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), against any Claim state securities law or Indemnified Damages to which of any of them may become subject, rule or regulation promulgated under the Securities Act, the Exchange Act or otherwiseany state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, to and will reimburse the extent Company, such Claim other Holders, and such directors, officers and other persons for any legal or Indemnified Damages arises directly from other expenses reasonably incurred in connection with investigating or defending any Violationsuch claim, loss, damage, cost, expense, liability or action, in each case to the extent, and but only to the extent, that such Violation occurs untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such indemnifying Holder and stated to be specifically for use in connection with such Registration Statement; andtherein, except that the foregoing indemnity agreement is subject to subsection the condition that, insofar as it relates to any such untrue statement (e)(vor alleged untrue statement) belowor omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the Final Prospectus, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of the Company or any Company Indemnified Person Holder if a copy of the untrue statement Final Prospectus was furnished to the person or omission entity asserting the claim, loss, damage, cost, expense, liability or action at or prior to the time such action was required by the Securities Act. The liability of material fact contained any indemnifying Holder under this Section 3.4(b) shall be limited in respect of any Registration Statement to an amount equal to the prospectus was corrected on a timely basis aggregate proceeds received in respect of the prospectus, as then amended or supplementedRegistrable Securities sold by such Holder under such Registration Statement.

Indemnification by the Holders. In connection with any Registration Statement in which a Each Holder is participating, by such participation each Holder severally (and not jointly) agrees to severally indemnify and not jointly indemnify, hold harmless the Company and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its Affiliates, directors, each of its officers who signs a Registration Statementemployees, each of the Company’s members, managers and agents or representatives, and each person or entity, if any, Person who controls the Company within the meaning of either the Securities Act or the Exchange Act (eachAct, a “Company Indemnified Person”)to the fullest extent permitted by applicable law, from and against any Claim and all losses, claims, damages or Indemnified Damages liabilities to which they or any of them may become subjectsubject insofar as such losses, under claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Securities ActDisclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the Exchange Act omission or otherwisealleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent such Claim or Indemnified Damages arises directly from any Violation, in each case to the extent, and but only to the extent, that any such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission is contained in reliance upon and in conformity with any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claiminclusion therein; provided, however, that the indemnity agreement contained total amount to be indemnified by such Holder pursuant to this Section 9(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in this subsection (e)(ii) and the agreement with respect offering to contribution set forth below shall not apply to amounts paid in settlement of any Claim if which such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheldRegistration Statement or Prospectus relates; provided, further, however, that the a Holder shall not be liable under this subsection (e)(ii) in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for only that amount use in, and within a reasonable period of a Claim time prior to the effectiveness of such Registration Statement or Indemnified Damages as does Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not exceed misleading information previously provided to the net proceeds Company. This indemnity agreement will be in addition to any liability which any such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedmay otherwise have.

Indemnification by the Holders. In connection with any Registration Statement registration statement in which either (A) a Holder is participatingparticipating or (B) the Company sells Common Shares in connection with a related Synthetic Secondary Transaction with respect to such Holder’s Registrable Shares, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Shares of such Holder (or Common Shares in the related Synthetic Secondary Transaction) and to the extent permitted by such participation each Holder law agrees to severally indemnify and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s and agents or representatives, and each person or entity, if any, Person who controls the Company (within the meaning of the Securities 1933 Act or the Exchange Act (each, a “0000 Xxx) the Company Indemnified Person”)and any other Holder, against any Claim losses, claims, damages, liabilities and expenses arising out of or Indemnified Damages based upon any untrue statement of a material fact or any omission to which any state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of them may become subject, under the Securities Act, the Exchange Act prospectus or otherwise, to the extent such Claim or Indemnified Damages arises directly from any Violationpreliminary prospectus, in each case light of the circumstances under which they were made) not misleading, to the extent, and but only to the extent, that such Violation occurs untrue statement or omission is made in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished to the Company in writing by such Holder specifically expressly for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal the registration statement or other reasonable expenses incurred by them in connection with investigating or defending any such Claimprospectus; provided, however, that the indemnity agreement contained in this subsection (e)(ii) obligation to indemnify shall be several, not joint and several, among such Holders and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement liability of any Claim if each such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed in proportion to and limited to the net proceeds to amount received by such Holder as a result of from the sale of the Registrable Shares pursuant to a Registration Statement giving rise such registration statement or Synthetic Secondary Transaction, as the case may be, in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such liability. Such indemnity shall remain holders, the only information furnished or to be furnished to the Company for use in full force any registration statement or prospectus relating to the Registrable Shares (or Common Shares in the related Synthetic Secondary Transaction) or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such Holder and effect regardless its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of any investigation made Registrable Shares by or on behalf such Holder and its Affiliates, (c) the name and address of such Company Indemnified Person. Notwithstanding anything Holder (d) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to the contrary contained herein, the indemnification agreement contained be disclosed in this subsection any such document and (e)(iie) with respect to any prospectus shall not inure to Synthetic Secondary Transaction, the benefit material terms of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedsuch transaction and related Share Purchase Agreement.

Indemnification by the Holders. In connection with any Registration Statement in which a there are Participating Holders, each such Participating Holder is participatingshall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, by such participation each Holder agrees to severally and not jointly indemnify, hold harmless and defendjointly, to the same fullest extent and in the same manner as is set forth in subsection (e)(i) abovepermitted by law, the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, Affiliates and each person or entity, if any, Person who controls the Company (within the meaning of the Securities Act Act) and their respective officers and directors against all losses, claims. damages. liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Exchange Act (eachRegistration Statement, Prospectus or preliminary Prospect us or any amendment thereof or supplement thereto Or any omission or alleged omission of a “Company Indemnified Person”)material fact required to be stated therein or necessary to make the statements therein not misleading, against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, but only to the extent such Claim or Indemnified Damages arises directly from any Violation, in each case to that the extent, and only to the extent, that such Violation occurs same are made in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by such Holder specifically expressly for use in connection with therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement; and, subject Statement or Prospectus or any amendments or supplement s thereto (if the same was required by applicable law to subsection (e)(vbe so delivered) below, after the Company has furnished such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claima sufficient number of copies of the same; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement liability of any Claim if each such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed in proportion to and limited to the net proceeds to amount received by such Holder as a result of from the sale of the Registrable Shares Registerable Securities pursuant to a such Registration Statement giving rise to such liabilityStatement. Such indemnity The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such Company Indemnified Person. Notwithstanding anything to indemnified Person and shall survive the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit transfer of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedsecurities.

Indemnification by the Holders. In connection with The Company may require, as a condition to including any Registration Statement Registrable Securities in which a any registration statement filed pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder is participatingof such Registrable Securities, by such participation each Holder agrees to severally and not jointly indemnifyjointly, to (i) indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each and all other holders of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entity, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”)Registrable Securities, against any Claim losses, claims, damages or Indemnified Damages liabilities to which any the Company, or such other holders of them Registrable Securities may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the extent such Claim omission or Indemnified Damages arises directly from any Violationalleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and but only to the extent, that such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder specifically expressly for use in connection with such Registration Statement; andtherein, subject to subsection and (e)(vii) below, such Holder will reimburse the Company for any legal or other reasonable expenses reasonably incurred by them the Company in connection with investigating or defending any such Claimaction or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if no such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Electing Holder shall be liable required to undertake liability to any person under this subsection (e)(iiSection 5(b) for only that any amounts in excess of the dollar amount of a Claim or Indemnified Damages as does not exceed the net proceeds to be received by such Electing Holder as a result of from the sale of the such Electing Holder’s Registrable Shares Securities pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedregistration.

Indemnification by the Holders. In connection with any Registration Statement in which a Each Holder is participatingagrees, by such participation each Holder agrees severally but not jointly, to severally indemnify and not jointly indemnify, hold harmless and defendharmless, to the same fullest extent and in the same manner as is set forth in subsection (e)(i) abovepermitted by law, the Company, each of its directors, each of its officers who signs a Registration Statementofficers, each of the Company’s agents or representativesemployees, stockholders and each person or entity, if any, who controls the Company (within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), 0000 Xxx) against any Claim or Indemnified Damages to which any of them may become subjectlosses, under the Securities Actclaims, the Exchange Act or otherwisedamages, to the extent such Claim or Indemnified Damages arises directly liabilities and expense (including reasonable attorney fees) resulting from any Violationuntrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, in each case to the extent, and but only to the extent, extent that such Violation occurs untrue statement or omission is contained in reliance upon and in conformity with written any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Holder be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Holder specifically for use in connection with such Registration Statement; and, subject any claim relating to subsection (e)(v) below, this Section 6 and the amount of any damages such Holder will reimburse any legal has otherwise been required to pay by reason of such untrue statement or other reasonable expenses incurred omission) received by them such Holder upon the sale of the Holder Registrable Securities included in connection with investigating or defending any the Registration Statement giving rise to such Claim; provided, however, indemnification obligation. It is agreed that the indemnity agreement contained in this subsection (e)(iiSection 6(b) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim such losses, claim, damage, liability or action if such settlement is effected without the prior written consent of such Holder, the affected Holder(s) (which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim withheld or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementeddelayed).

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participating, by such participation each Each Holder agrees to severally indemnify and not jointly indemnify, hold harmless and defendharmless, to the same full extent and in the same manner as is set forth in subsection (e)(i) abovepermitted by law, the Company, each of its directors, officers, employees and agents and each of its officers who signs a Registration Statement, each Controlling Person of the Company’s agents or representatives, from and each person or entity, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), against any Claim or Indemnified and all Damages to which any of them may become subject, subject under the Securities Act, the Exchange Act or otherwise, otherwise to the extent such Claim Damages arise out of or Indemnified Damages arises directly from are based upon any Violation, in each case to the extent, and only to the extent, extent that such Violation occurs as a result of (i) any untrue statement or alleged untrue statement of material fact contained in reliance any Registration Statement (including any related preliminary or final Prospectus), or any 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, no misleading, if and to the extent that such statement or omission arose out of or was based upon and in conformity with written information regarding such Holder or its plan of distribution which was furnished to the Company by such Holder specifically for use in connection with such Registration Statement; andtherein, subject to subsection or (e)(vii) below, the failure by such Holder will reimburse to deliver or cause to be delivered to any legal or other reasonable expenses incurred purchaser of the shares covered by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement Registration Statement the Prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder. Notwithstanding the foregoing, (A) in no event will a Holder have any obligation under this subsection (e)(iiSection 5(b) and for amounts the agreement with respect to contribution set forth below shall not apply to amounts paid Company pays in settlement of any Claim such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of such Holder, the Holder (which consent shall not be unreasonably withheld; provided, further, however, that ) and (B) the total amount for which a Holder shall be liable under this subsection (e)(iiSection 5(b) for only that amount of a Claim or Indemnified Damages as does shall not in any event exceed the aggregate net proceeds to received by such Holder as a result of from the sale of the Holder's Registrable Shares Securities in such registration. The obligations of the Holders under this Section 5(b) shall survive the completion of any offering of Registrable Securities pursuant to a Registration Statement giving rise to such liability. Such indemnity under this Agreement or otherwise and shall remain in full force and effect regardless survive the termination of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedAgreement.

Indemnification by the Holders. In connection with any Each of the Holders will, if Registrable Securities held by it are included in the securities as to which such Registration Statement in which a Holder is participatingbeing effected, by such participation each Holder agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, indemnify the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representativesdirectors and officers, and each person or entity, if any, Person who controls “controls” the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), against any Claim or Indemnified Damages to which any of them may become subject, SEC Rule 405 under the Securities Act, against all Claims arising out of or based on any actual or alleged untrue statement of a material fact, or any omission or a material fact required to be stated therein or necessary in order to make the Exchange Act statement included or otherwiseincorporated therein not misleading, to contained in the extent Registration Statement, prospectus, or other offering document made by or on behalf of such Claim Holder, and will reimburse the Company, its directors, officers, partners, members or Indemnified Damages arises directly from control Persons for any Violationlegal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, and but only to the extent, that such Violation occurs untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claimtherein; provided, however, that the indemnity agreement contained in this subsection (e)(ii) obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement; and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the only information that a Holder will be required to furnish to the Company for use in any Registration Statement or prospectus relating to the Registrable Securities, or in any amendment, supplement or preliminary materials associated therewith will be statements specifically relating to (a) the beneficial ownership of Company securities by such Holder and its affiliates and (b) the name and address of such Holder. In no event shall a Holder be jointly liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such with any other Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the its indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedobligations.

Indemnification by the Holders. In connection with any the Shelf Registration Statement in which a Holder is participating, by such participation each Holder agrees will furnish to severally the Company in writing such information as the Company reasonably requests for use in connection with the Shelf Registration Statement or Prospectus and not jointly will indemnify, hold harmless and defend, to the same fullest extent and in the same manner as is set forth in subsection (e)(i) abovepermitted by law, the Company, each of its directorsdirectors and officers, agents and employees, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entity, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (each, a “Company Indemnified Person”Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon any Claim untrue statement of a material fact contained in the Shelf Registration Statement, Prospectus or Indemnified Damages preliminary prospectus or arising out of or based upon any omission of a material fact required to which any of them may become subjectbe stated therein or necessary to make the statements therein not misleading, under the Securities Act, the Exchange Act or otherwise, to the extent such Claim or Indemnified Damages arises directly from any Violation, in each case to the extent, and but only to the extent, that such Violation occurs untrue statement or omission is contained in reliance upon and any information so furnished in conformity with written information furnished writing by such Holder to the Company expressly for use in the Shelf Registration Statement or Prospectus and was relied upon by the Company in the preparation of the Shelf Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such Holder specifically for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of upon the sale of the Registrable Shares pursuant to a Registration Statement Securities giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedobligation.

Indemnification by the Holders. In connection with any Registration Statement in which a Each Holder is participating, by such participation each Holder agrees to severally and not jointly indemnify, hold harmless and defendshall, to the same full extent permitted by law, indemnify and in hold harmless the same manner as is set forth in subsection (e)(i) aboveCompany and its Affiliates, the Company, each of its and their respective managing directors, each of its officers who signs a Registration Statementofficers, each of the Company’s directors, managers, officers, employees and agents or representatives, and each person or entity, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified PersonParty”), ) against any Claim or Indemnified Damages Losses to which the Company or any of them such Company Indemnified Party may become subject, subject under the Securities Act, the Exchange Act or otherwise, to the extent insofar as such Claim Losses (or Indemnified Damages arises directly from any Violationactions or proceedings, whether commenced or threatened, in each respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement of the Company, any preliminary prospectus of the Company, final prospectus of the Company or summary prospectus contained therein, or any amendment or supplement thereto, or 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 to of a prospectus, in the extentlight of the circumstances under which they were made) not misleading, and only to the extent, that if such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder specifically for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent preparation of such Holderregistration statement, which consent shall not be unreasonably withheld; providedpreliminary prospectus, furtherfinal prospectus, howeversummary prospectus, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim amendment or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liabilitysupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such the Company or any Company Indemnified Party and shall survive the transfer of such shares by such seller. Such Holder shall also indemnify each other Person that participates (including as an underwriter) in the offering or sale of Registrable Securities, and such Person. Notwithstanding anything ’s Affiliates, and their respective managing directors, officers, directors, managers, officers, employees and agents, to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) same extent as provided above with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedCompany.

Indemnification by the Holders. In connection with any Registration Statement in which a Each Electing Holder is participatingagrees, by such participation each Holder agrees to severally and not jointly indemnifyjointly, to (i) indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directorsagainst any losses, each of its officers who signs a Registration Statementclaims, each of the Company’s agents damages or representatives, and each person or entity, if any, who controls liabilities to which the Company within the meaning or such other holders of the Registrable Securities Act or the Exchange Act (each, a “Company Indemnified Person”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or free writing prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the extent such Claim omission or Indemnified Damages arises directly from any Violationalleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and but only to the extent, that such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder specifically expressly for use in connection with such Registration Statement; andtherein, subject to subsection and (e)(vii) below, such Holder will reimburse the Company for any legal or other reasonable expenses reasonably incurred by them the Company in connection with investigating or defending any such Claimaction or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if no such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Electing Holder shall be liable required to undertake liability to any person under this subsection (e)(iiSection 5(b) for only that any amounts in excess of the dollar amount of a Claim or Indemnified Damages as does not exceed the net proceeds to be received by such Electing Holder as a result of from the sale of the such Electing Holder’s Registrable Shares Securities pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedregistration.

Indemnification by the Holders. In connection with any Registration Statement registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Shares of such Holder and to the extent permitted by such participation each Holder law agrees to severally indemnify and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s and agents or representatives, and each person or entity, if any, Person who controls the Company (within the meaning of the Securities 1933 Act or the Exchange Act (each, a “0000 Xxx) the Company Indemnified Person”)and any other Holder, against any Claim losses, claims, damages, liabilities and expenses arising out of or Indemnified Damages based upon any untrue statement of a material fact or any omission to which any state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of them may become subject, under the Securities Act, the Exchange Act prospectus or otherwise, to the extent such Claim or Indemnified Damages arises directly from any Violationpreliminary prospectus, in each case light of the circumstances under which they were made) not misleading, to the extent, and but only to the extent, that such Violation occurs untrue statement or omission is made in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished to the Company in writing by such Holder specifically expressly for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal the registration statement or other reasonable expenses incurred by them in connection with investigating or defending any such Claimprospectus; provided, however, that the indemnity agreement contained in this subsection (e)(ii) obligation to indemnify shall be several, not joint and several, among such Holders and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement liability of any Claim if each such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed in proportion to and limited to the net proceeds to amount received by such Holder as a result of from the sale of the Registrable Shares pursuant to a Registration Statement giving rise registration statement in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such liability. Such indemnity shall remain holders, the only information furnished or to be furnished to the Company for use in full force any registration statement or prospectus relating to the Registrable Shares or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and effect regardless its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of any investigation made Registrable Shares by or on behalf such holder and its Affiliates, (c) the name and address of such Company Indemnified Person. Notwithstanding anything Holder and (d) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to the contrary contained herein, the indemnification agreement contained be disclosed in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedsuch document.

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participatingEach holder of Securities, by such participation each Holder agrees to Registrable Securities or Exchange Securities, as applicable, severally and not jointly indemnifyjointly, will (i) indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the CompanyIssuer, each Guarantor and all other holders of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entity, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”)Registrable Securities, against any Claim losses, claims, damages or Indemnified Damages liabilities to which any the Issuer, each Guarantor or such other holders of them Registrable Securities may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the extent such Claim omission or Indemnified Damages arises directly from any Violationalleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and but only to the extent, that such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Issuer by such Electing Holder specifically expressly for use in connection with such Registration Statement; andtherein, subject to subsection and (e)(vii) below, such Holder will reimburse the Issuer and each Guarantor for any legal or other reasonable expenses reasonably incurred by them the Issuer and each Guarantor in connection with investigating or defending any such Claimaction or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if no such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Electing Holder shall be liable required to undertake liability to any person under this subsection (e)(iiSection 6(b) for only that any amounts in excess of the dollar amount of a Claim or Indemnified Damages as does not exceed the net proceeds to be received by such Electing Holder as a result of from the sale of the such Electing Holder’s Registrable Shares Securities pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedregistration.

Indemnification by the Holders. In connection with The Company may require, as a condition to including any Registration Statement Registrable Securities in which a any registration statement filed pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder is participatingof such Registrable Securities, by such participation each Holder agrees to severally and not jointly indemnifyjointly, to (i) indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entity, if any, who controls the Company within the meaning and all other holders of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”)Registrable Securities, against any Claim losses, claims, damages or Indemnified Damages liabilities to which any the Company or such other holders of them Registrable Securities may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the extent such Claim omission or Indemnified Damages arises directly from any Violationalleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and but only to the extent, that such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder specifically expressly for use in connection with such Registration Statement; andtherein, subject to subsection and (e)(vii) below, such Holder will reimburse the Company for any legal or other reasonable expenses reasonably incurred by them the Company in connection with investigating or defending any such Claimaction or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if no such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Electing Holder shall be liable required to undertake liability to any person under this subsection (e)(iiSection 5(b) for only that any amounts in excess of the dollar amount of a Claim or Indemnified Damages as does not exceed the net proceeds to be received by such Electing Holder as a result of from the sale of the such Electing Holder’s Registrable Shares Securities pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedregistration.

Indemnification by the Holders. In connection with any Registration Statement in which a Each Holder is participatingagrees, by such participation each Holder agrees to severally and ------------------------------ not jointly indemnifyjointly, to indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its directors and officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entityPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Person”), from and against any Claim or Indemnified all Damages to which any of them may become subjectthe same extent as the foregoing indemnity from the Company to such Holder, under the Securities Act, the Exchange Act or otherwise, but only to the extent such Claim Damages arise out of or Indemnified Damages arises directly from are based upon any Violationuntrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto) or are caused by any omission to state therein a material fact necessary to make the statements therein, in each case light of the circumstances under which they were made, not misleading, which untrue statement or omission is based upon information relating to the extent, and only to the extent, that such Violation occurs Holder furnished in reliance upon and in conformity with written information furnished writing to the Company by such Holder specifically expressly for use in connection with any such Registration Statement; and, subject to subsection Statement (e)(vor any amendment thereto) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such ClaimProspectus (or any amendment or supplement thereto); provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent Holder shall not be unreasonably withheld; provided, further, however, obligated -------- ------- to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability of any Holder of Registrable Securities hereunder be liable under this subsection (e)(ii) for only that greater in amount than the amount of a Claim or Indemnified Damages as does not exceed the net proceeds to received by such Holder as a result of upon the sale of the Registrable Shares pursuant to a Registration Statement Securities giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedobligation.

Indemnification by the Holders. In connection with Seller and any Registration Statement in which a Holder is participatingother holders of the Registrable Securities hereby agree, by such participation each Holder agrees to severally and not jointly indemnifyjointly, to indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the CompanyPurchaser, each director and officer of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, Purchaser and each person or entityother person, if any, any who controls the Company Purchaser within the meaning of the Securities Act or the Exchange Act (eachAct, a “Company Indemnified Person”), from and against any Claim and all losses, claims, damages or Indemnified Damages liabilities, joint or several, and expenses (including fees of counsel and any amounts paid in settlement effected with the consent of such holders) to which any of them Purchaser, such director or officer or controlling person may become subject, subject under the Securities Act, the Exchange Act common law or otherwise, insofar as such losses, claims, damages or liabilities or expenses (including all such losses, claims, damages, liabilities and expenses arising out of any actions or proceedings, whether commenced or threatened), arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in or omission or alleged omission to state a material fact required to be stated in such registration statement, or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or necessary to make the extent such Claim or Indemnified Damages arises directly from any Violationstatements therein not misleading, in each case to the extent, and but only to the extent, that such Violation occurs statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Purchaser by or on behalf of such Holder specifically holder expressly for use in connection with such Registration Statement; andregistration statement or preliminary, subject final or summary prospectus, amendment or supplement (including such information provided to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such ClaimPurchaser pursuant to the second sentence of the last paragraph of Section 3 of this Agreement); provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if no such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder holder shall be liable to any such person under this subsection (e)(iiSection 5(b) for only that any amounts in excess of the dollar amount of a Claim or Indemnified Damages as does not exceed the net proceeds to be received by such Holder as a result of holder from the sale of the such holder=s Registrable Shares Securities pursuant to a Registration Statement giving rise to such liabilityregistration. Such indemnity indemnification and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of Purchaser or any of its directors, officers or controlling persons or any of such Company Indemnified Personother holders of Registrable Securities or their respective directors, officers, partners and controlling persons and shall survive the transfer of such Registrable Securities by such holder. Notwithstanding anything Each holder of Registrable Securities also agrees to indemnify and hold harmless any underwriters of the contrary contained hereinRegistrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification agreement contained of Purchaser provided in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedSection 5(b).

Indemnification by the Holders. In connection with any Registration Statement in which a Each Holder is participatingof shares of Registrable Securities, by such participation each Holder agrees to severally and not jointly indemnify, hold harmless and defendjointly, to the same extent permitted by law, will indemnify and in the same manner as is set forth in subsection (e)(i) above, hold harmless the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entityother person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company (collectively, the "Company Indemnified Parties") from and against, and will reimburse each Company Indemnified Party with respect to, any and all Claims to which such Company Indemnified Party becomes subject, insofar as such Claims arise out of or are based upon (i) any untrue statement (or alleged untrue statement) of any material fact contained in the Registration Statement or the Prospectus, or (ii) any omission (or alleged omission) to state in the Registration Statement or Prospectus a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Holder of any rule or regulation under the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, state securities laws applicable to the extent such Claim Holder and relating to action or Indemnified Damages arises directly from any Violation, in each case to inaction required of the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claimregistration; provided, however, that each Holder will be liable to the indemnity agreement contained in this subsection (e)(ii) and Company Indemnified Parties only to the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, extent that the Holder shall be liable under this subsection Claims arise out of or are based upon an untrue statement (e)(iior alleged untrue statement) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to omission (or alleged omission) made in reliance upon information furnished by such Holder as a result for use in the preparation of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liabilityor the Prospectus. Such This indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such a Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedParty.

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participatingthe registration of the Registrable Securities under the Securities Act pursuant to this Agreement, by such participation each Holder hereby agrees to severally that he will indemnify and not jointly indemnify, hold harmless and defendharmless, to the same fullest extent and permitted by law, the Company or any affiliate of the Company or any other person who participates in the same manner as is set forth in subsection (e)(i) above, offering or sale of such securities on the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entity, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”)'s behalf, against any Claim and all losses, claims, damages or Indemnified Damages liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with the Holder's prior consent (which may not be unreasonably withheld) and reasonable attorneys fees and disbursements) to which the Company or any affiliate of them the Company or any such other person may become subject, subject under the Securities Act, the Exchange Act common law or otherwise, up to the amount of all gross proceeds received by each such Holder in the sale of his Registrable Securities, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (but only to the extent such Claim or Indemnified Damages arises directly from any Violation, in each case to the extent, and only to the extent, that such Violation occurs alleged or actual misstatements or omissions referred to in clauses (A) and (B) above were done or omitted, etc. in reliance upon and in conformity with written information furnished to the Company or its representatives by or on behalf of such Holder specifically for use in connection with such Registration Statement; andor by any of his, subject to subsection (e)(v) below, such Holder will reimburse any legal her or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liabilityits representatives). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any Holder Indemnitee and shall survive the transfer of the Registrable Securities by each such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedHolder.

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participatingIf the Holders sell the Securities under the Prospectus, by such participation each Holder agrees then the Holders agree to severally indemnify and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, directors and each person officer (other than an officer or entitydirector who is a Holder) who signed such Registration Statement and each Person (defined as any corporation, if anyassociation, trust, partnership, joint venture, organization, business, individual, government or political subdivision thereof or governmental body) who controls the Company (within the meaning of Section 15 of the Securities Act or the Exchange Act Act) (each, a “Company Indemnified Controlling Person”), against any Claim or Indemnified Damages to which any of them may become subject, ) under the Securities Act, same circumstances as the Exchange Act or otherwise, foregoing indemnity from the Company to the extent such Claim or Indemnified Damages arises directly from any Violation, in each case Holders to the extent, and but only to the extent, that such Violation occurs Losses arise out of or are based upon any untrue statement of a material fact or omission of a material fact that was made in the Registration Statement, Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information relating to the Holders furnished to the Company by such Holder specifically the Holders expressly for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that therein. In no event shall the indemnity agreement contained in this subsection (e)(ii) and aggregate liability of the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without Holders exceed the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of received by the Holders upon the sale of the Registrable Shares pursuant to a Registration Statement Securities giving rise to such liabilityindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or such officer, director, employee or Controlling Person, and shall survive the transfer of the Securities by the Holders. The Company Indemnified Person. Notwithstanding anything and the Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the contrary contained herein, the indemnification agreement contained same extent as customarily furnished by such Persons in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedsimilar circumstances.

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participating, by such participation each Holder Each selling holder of Registrable Securities agrees to (severally and not jointly indemnify, jointly) to indemnify and hold harmless and defendharmless, to the same full extent and in the same manner as is set forth in subsection (e)(i) abovepermitted by law, the CompanyIssuer, each of its directors, each of its directors and officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entity, if any, Person who controls the Company Issuer (within the meaning of the Securities Act or and the Exchange Act (each, a “Company Indemnified Person”), Act) from and against any Claim Losses resulting from any untrue statement of a material fact or Indemnified Damages any omission of a material fact required to be stated in the Registration Statement under which any of them may become subject, such Registrable Securities were registered under the Securities ActAct (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the Exchange Act statements therein (in the case of a Prospectus or otherwise, to the extent such Claim or Indemnified Damages arises directly from any Violationpreliminary Prospectus, in each case light of the circumstances under which they were made) not misleading, to the extent, and but only to the extent, that such Violation occurs untrue statement or omission had been contained in reliance upon and in conformity with written any information furnished in writing by such selling holder to the Company by such Holder Issuer specifically for use inclusion in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the . This indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds in addition to any liability such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liabilityholder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Company Indemnified Personholder under the sale of the Registrable Securities giving rise to such indemnification obligation. Notwithstanding anything The Issuer may require, as a condition to including any Registrable Securities in any Shelf Registration Statement filed pursuant to Section 2.1 hereof, that the contrary contained hereinIssuer shall have received an undertaking reasonably satisfactory to it from each Holder to indemnify and hold harmless the Issuer, its directors and officers and each Person who controls the indemnification agreement contained Issuer (within the meaning of the Securities Act and the Exchange Act) as provided in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedSection 2.5(b).

Indemnification by the Holders. In connection with any Registration Statement in which a Each Holder is participatingagrees, by such participation each Holder agrees to severally and ------------------------------ not jointly indemnifyjointly, to indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directorsdirectors and officers, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entityPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Person”), from and against any Claim or Indemnified all Damages to which any of them may become subjectthe same extent as the foregoing indemnity from the Company to such Holder, under the Securities Act, the Exchange Act or otherwise, but only to the extent such Claim Damages arise out of or Indemnified Damages arises directly from are based upon any Violationuntrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto) or are caused by any omission to state therein a material fact necessary to make the statements therein, in each case light of the circumstances under which they were made, not misleading, which untrue statement or omission is based upon information relating to the extent, and only to the extent, that such Violation occurs Holder furnished in reliance upon and in conformity with written information furnished writing to the Company by such Holder specifically expressly for use in connection with any such Registration Statement; and, subject to subsection Statement (e)(vor any amendment thereto) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such ClaimProspectus (or any amendment or supplement thereto); provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent Holder shall not be unreasonably withheld; provided, further, however, obligated -------- ------- to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability of any Holder of Registrable Securities hereunder be liable under this subsection (e)(ii) for only that greater in amount than the amount of a Claim or Indemnified Damages as does not exceed the net proceeds to received by such Holder as a result of upon the sale of the Registrable Shares pursuant to a Registration Statement Securities giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedobligation.

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participatingEach holder agrees, by such participation each Holder agrees to severally and not jointly indemnifyjointly, to (i) indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entity, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), and all other Holders Indemnitees against any Claim losses, claims, damages or Indemnified Damages liabilities to which any of them the Company or such other persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or free writing prospectus contained therein or furnished by the Company to any such holder, or any amendment or supplement thereto, or arise out of or are based upon the extent such Claim omission or Indemnified Damages arises directly from any Violationalleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and but only to the extent, that such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Holder specifically holder expressly for use in connection with such Registration Statement; andtherein, subject to subsection and (e)(vii) below, such Holder will reimburse the Company for any legal or other reasonable expenses reasonably incurred by them the Company in connection with investigating or defending any such Claimaction or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if no such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder holder shall be liable required to undertake liability to any person under this subsection (e)(iiSection 6(b) for only that any amounts in excess of the dollar amount of a Claim or Indemnified Damages as does not exceed the net proceeds to be received by such Holder as a result of holder from the sale of the such holder’s Registrable Shares Securities pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedregistration.

Indemnification by the Holders. In connection with any Each of the Holders will, if Registrable Securities held by it are included in the securities as to which such Registration Statement in which a Holder is participatingbeing effected, by such participation each Holder agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, indemnify the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representativesdirectors and officers, and each person or entity, if any, Person who controls "controls" the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), against any Claim or Indemnified Damages to which any of them may become subject, SEC Rule 405 under the Securities Act, against all Claims arising out of or based on any actual or alleged untrue statement of a material fact, or any omission or a material fact required to be stated therein or necessary in order to make the Exchange Act statement included or otherwiseincorporated therein not misleading, to contained in the extent Registration Statement, prospectus, or other offering document made by or on behalf of such Claim Holder, and will reimburse the Company, its directors, officers, partners, members or Indemnified Damages arises directly from control Persons for any Violationlegal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, and but only to the extent, that such Violation occurs untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claimtherein; provided, however, that the indemnity agreement contained in this subsection (e)(ii) obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement; and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the only information that a Holder will be required to furnish to the Company for use in any Registration Statement or prospectus relating to the Registrable Securities, or in any amendment, supplement or preliminary materials associated therewith will be statements specifically relating to (a) the beneficial ownership of Company securities by such Holder and its affiliates and (b) the name and address of such Holder. In no event shall a Holder be jointly liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such with any other Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the its indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedobligations.

Indemnification by the Holders. In connection with The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in which a Holder is participatingaccordance with Section 2 hereof, by that the Company shall have received an undertaking reasonably satisfactory to it from the Holders of such participation each Holder agrees Registrable Securities or any underwriter, to severally indemnify and not jointly indemnify, hold harmless (in the same manner and defend, to the same extent and in the same manner as is set forth in subsection subdivision (e)(ia) above, of this Section 3) the Company, each of Company and its directors, each of its officers who signs a controlling Persons and all other prospective sellers and their respective controlling Persons with respect to any statement or alleged statement in or omission or alleged omission from such Registration Statement, each of the Company’s agents Statement or representatives, and each person or entityany Prospectus, if any, who controls the Company within the meaning of the Securities Act such statement or the Exchange Act (each, a “Company Indemnified Person”), against any Claim alleged statement or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act omission or otherwise, to the extent such Claim or Indemnified Damages arises directly from any Violation, in each case to the extent, and only to the extent, that such Violation occurs alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically specially stating that it is for use in connection with the preparation of such Registration Statement; andStatement or any Prospectus. The parties hereto acknowledge and agree that, subject unless otherwise expressly agreed to subsection in writing by Holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus are statements specifically relating to (e)(vi) below, the beneficial ownership of shares of Common Stock by such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; providedand its Affiliates, however, that (ii) the indemnity agreement contained in this subsection (e)(ii) name and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent address of such Holderholder, which consent shall not be unreasonably withheld; provided, further, however, that and (iii) the Holder shall be liable under this subsection (e)(ii) for only that amount method or methods of a Claim or Indemnified Damages as does not exceed the net proceeds to distribution of such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liabilityHolders. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders or any of their respective directors, officers and controlling Persons and shall survive the transfer of such Company Indemnified Person. Notwithstanding anything securities by such Holder; provided, however, that no such Holder shall be liable under this Section 3 for any amounts exceeding the net proceeds received by the Holder from the sale of Registrable Securities pursuant to the contrary contained herein, the indemnification agreement contained in such Registration Statement or Prospectus by such Holder and no such Holder shall be liable under this subsection (e)(ii) Section 3 with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedsettlement made without such Holder's consent.

Indemnification by the Holders. In connection with Each Electing Holder including any Registrable Shares in the Shelf Registration Statement in which a Holder is participatingStatement, by such participation each Holder agrees to hereby agrees, severally and not jointly indemnifyjointly, to the extent permitted by applicable laws, to indemnify and hold harmless (in the same manner and defend, to the same extent and in the same manner as is set forth in subsection (e)(iSection 2.5(a)) abovethe Company, and each director of the Company, each of its directors, each of its officers who signs a Registration Statement, each officer of the Company’s agents or representatives, Company and each person or entityother Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwiseand, to the extent requested, each underwriter, with respect to any statement or alleged statement in or omission or alleged omission from such Claim Shelf Registration Statement, any preliminary prospectus, final prospectus or Indemnified Damages arises directly from summary prospectus contained therein, or any Violationamendment or supplement thereto, in each case to the extent, and but only to the extent, that extent such Violation occurs statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claimtherein; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent liability of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder indemnifying party under this Section 2.5(b) shall be liable under this subsection (e)(ii) for only that limited to the amount of a Claim or Indemnified Damages as does not exceed the net proceeds to received by such Holder as a result of indemnifying party in the sale of the Registrable Shares pursuant to a Registration Statement offering giving rise to such liability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such Company Indemnified director, officer or controlling Person and shall survive the transfer of such securities by such Holder; and provided, further, that such Holder shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Shares or any other Person. Notwithstanding anything , if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the contrary contained hereinextent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the indemnification agreement contained in this subsection (e)(ii) with respect final prospectus, as the same may be then supplemented or amended, to any prospectus shall not inure to the benefit of any Company Indemnified other Person if the asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of material fact contained in the prospectus sale of Registrable Shares to such other Person if such statement or omission was corrected on a timely basis by such Holder in the such final prospectus, as then amended or supplemented.

Indemnification by the Holders. In connection accordance with any Registration Statement in which a Holder is participatingthe terms of the Selling Stockholder Agreement, by such participation each Holder agrees to severally will severally, and not jointly indemnifyjointly, in proportion to the respective number of shares included by each such Holder to the total number of shares being registered, if Equity Consideration Registrable Securities are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless Parent, and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its officers, directors, each agents, attorneys, investment advisors, partners, stockholders, other equity holders and employees to the fullest extent permitted by applicable Legal Requirements, from and against any and all Losses, as incurred, arising out of its officers who signs or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, each any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the Company’s agents or representativescircumstances under which they were made) not misleading, and each person or entity, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent such Claim or Indemnified Damages arises directly from any Violation, in each case to the extent, and but only to the extent, that (1) such Violation occurs untrue statements or omissions are based solely upon information regarding such Holder furnished in reliance upon and in conformity with written information furnished writing to the Company Parent by such Holder specifically expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Equity Consideration Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in connection with such the Registration Statement; and, subject to subsection (e)(v) below, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 9.3(b)(ii)-(v), the use by such Holder will reimburse any legal of an outdated or other reasonable expenses incurred by them defective Prospectus after Parent has notified such Holder in connection with investigating or defending any such Claim; provided, however, writing that the indemnity agreement contained in this subsection (e)(ii) Prospectus is outdated or defective and prior to the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to receipt by such Holder as a result of the sale of the Registrable Shares pursuant to a an Advice or an amended Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedsupplemented Prospectus.

Indemnification by the Holders. In connection with the event of any registration or qualification of any securities of CGG under the Securities Act pursuant to Section 3.2 or 3.3, the Holder of any Registrable Securities in such public offering and/or covered by any Registration Statement in which a Holder is participating, by such participation each Holder agrees to severally will indemnify and not jointly indemnify, hold harmless (in the same manner and defend, to the same extent and in the same manner as is set forth in subsection (e)(iSection 3.5(a)) above, the Company, each CGG or any of its affiliates, directors, each officers or controlling Persons and all other prospective sellers with respect to (a) any untrue statement or alleged untrue statement of its officers who signs a any material fact contained in any Registration Statement, each any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (b) any 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 Company’s agents or representatives, and each person or entitycircumstances under which they were made not misleading, if any, who controls the Company within the meaning of the Securities Act such untrue statement or the Exchange Act (each, a “Company Indemnified Person”), against any Claim alleged untrue statement or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act omission or otherwise, to the extent such Claim or Indemnified Damages arises directly from any Violation, in each case to the extent, and only to the extent, that such Violation occurs alleged omission was made in reliance upon and in conformity in all respects with written information relating to such selling Holder and/or its affiliates, directors, officers or controlling Persons or the proposed distribution, furnished to the Company CGG through an instrument duly executed by such selling Holder specifically stating that it is for use in connection with the preparation of such Registration Statement; and, subject to subsection (e)(v) belowpreliminary, such Holder will reimburse final or summary prospectus or amendment or supplement, other required document or filing or a document incorporated by reference into any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liabilityforegoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of CGG or any of its affiliates, directors, officers or controlling Persons and shall survive the transfer of such Company Indemnified Personsecurities by the selling Holders. Notwithstanding anything to In no event shall the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit liability of any Company Indemnified Person if selling Holder of Registrable Securities hereunder be greater in amount than the untrue statement or omission dollar amount of material fact contained in the prospectus was corrected on a timely basis in net proceeds received by such Holder upon the prospectus, as then amended or supplementedsale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. In connection with any Registration Statement registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Shares of such Holder and to the extent permitted by such participation each Holder law agrees to severally indemnify and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s and agents or representatives, and each person or entity, if any, Person who controls the Company (within the meaning of the Securities 1933 Act or the Exchange Act (each, a “0000 Xxx) the Company Indemnified Person”)and any other Holder, against any Claim losses, claims, damages, liabilities and expenses arising out of or Indemnified Damages based upon any untrue statement of a material fact or any omission to which any state a material fact required to be stated in such registration statement or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of them may become subject, under the Securities Act, the Exchange Act prospectus or otherwise, to the extent such Claim or Indemnified Damages arises directly from any Violationpreliminary prospectus, in each case light of the circumstances under which they were made) not misleading, to the extent, and but only to the extent, that such Violation occurs untrue statement or omission is made in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished to the Company in writing by such Holder specifically expressly for use in connection with the registration statement or prospectus. The obligation to indemnify pursuant to this Section 2.07(b) shall be several, not joint and several, among such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this subsection (e)(ii) Holders and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement liability of any Claim if each such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed in proportion to and limited to the net proceeds to amount received by such Holder as a result of from the sale of the Registrable Shares pursuant to a Registration Statement giving rise registration statement in accordance with the terms of this Agreement. The Company and the Holders acknowledge and agree that, unless otherwise expressly agreed to in writing by such liability. Such indemnity shall remain Holders, the only information furnished or to be furnished to the Company for use in full force any registration statement or prospectus relating to the Registrable Shares or in any amendment, supplement or preliminary materials associated with any registration statement are statements specifically relating to (i) transactions or the relationship between such Holder and effect regardless its Affiliates, on the one hand, and the Company and its Affiliates, on the other hand; (ii) the beneficial ownership of any investigation made Registrable Shares by or on behalf such Holder and its Affiliates; (iii) the name and address of such Company Indemnified Person. Notwithstanding anything Holder; and (iv) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to the contrary contained herein, the indemnification agreement contained be disclosed in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedsuch document.

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participating, by such participation each Holder Each selling holder of Registrable Securities agrees to (severally and not jointly indemnify, jointly) to indemnify and hold harmless and defendharmless, to the same full extent and in the same manner as is set forth in subsection (e)(i) abovepermitted by law, the CompanyIssuer, each of its directors, each of its directors and officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entity, if any, Person who controls the Company Issuer (within the meaning of the Securities Act or and the Exchange Act (each, a “Company Indemnified Person”), Act) from and against any Claim Losses resulting from any untrue statement of a material fact or Indemnified Damages any omission of a material fact required to be stated in the Registration Statement under which any of them may become subject, such Registrable Securities were registered under the Securities ActAct (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the Exchange Act statements therein (in the case of a Prospectus or otherwise, to the extent such Claim or Indemnified Damages arises directly from any Violationpreliminary Prospectus, in each case light of the circumstances under which they were made) not misleading, to the extent, and but only to the extent, that such Violation occurs untrue statement or omission had been con tained in reliance upon and in conformity with written any information furnished in writing by such selling holder to the Company by such Holder Issuer specifically for use inclusion in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the . This indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds in addition to any liability such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liabilityholder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Company Indemnified Personholder under the sale of the Registrable Securities giving rise to such indemnification obligation. Notwithstanding anything The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the contrary contained herein, the indemnification agreement contained in this subsection same extent as provided above (e)(iiwith appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclus ion in any prospectus Prospectus or Registration Statement. Each holder also shall not inure indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the benefit same extent as provided above with respect to the indemnification of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedIssuer.

Indemnification by the Holders. In connection Other Sellers and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 6 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from each of the Holders of such Registrable Securities, each other person registering Company securities pursuant to such registration statement or any Registration Statement in which a Holder is participatingunderwriter or selling agent, by such participation each Holder agrees to severally and not jointly indemnifyjointly, indemnify and hold harmless (in the same manner and defend, to the same extent and in the same manner as is set forth in subsection (e)(ia) above, of this Section 7) the Company, each of Company and its directors, each of its officers who signs a Registration Statementofficers, each of the Company’s agents controlling persons, any underwriter or representativesselling agent and all other prospective sellers and their respective directors, officers, general and limited partners, managing directors, and each person or entity, if any, who controls the Company within the meaning their respective controlling persons (for purposes of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”this Section 7(b), against "Indemnified Persons") but only with respect to (a) any Claim untrue statement or Indemnified Damages to alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which any of them may become subject, such securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto or, (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Exchange Act or otherwise, to the extent such Claim or Indemnified Damages arises directly from any Violationstatements therein not misleading, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company or its representatives through an instrument duly executed by such Holder specifically for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent on behalf of such Holder, which consent shall not be unreasonably withheld; provided, further, however, other selling person or underwriter or selling agent specifically stating that the Holder shall be liable under this subsection (e)(ii) it is for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liabilityinclusion therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Persons and shall survive the transfer of such Company Indemnified Person. Notwithstanding anything securities by such indemnifying party; provided, however, that no such indemnifying party shall be liable under this Section 7 for any amounts exceeding the product of the purchase price per Registrable Security and the number of Registrable Securities being sold pursuant to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue such registration statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedby such indemnifying party.

Indemnification by the Holders. In connection with any Registration Statement in which a there are Participating Holders, each such Participating Holder is participatingshall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, by such participation each Holder agrees to severally and not jointly indemnify, hold harmless and defendjointly, to the same fullest extent and in the same manner as is set forth in subsection (e)(i) abovepermitted by law, the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, Affiliates and each person or entity, if any, Person who controls the Company (within the meaning of the Securities Act Act) and their respective officers and directors against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Exchange Act (eachRegistration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a “Company Indemnified Person”)material fact required to be stated therein or necessary to make the statements therein not misleading, against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, but only to the extent such Claim or Indemnified Damages arises directly from any Violation, in each case to that the extent, and only to the extent, that such Violation occurs same are made in reliance upon and in conformity with written information relating to such Participating Holder furnished in writing to the Company by such Participating Holder specifically for use in connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claimtherein; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement liability of any Claim if each such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Participating Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed limited to the net proceeds to received by such Participating Holder as a result of from the sale of the Registrable Shares Securities pursuant to a the Registration Statement giving rise to from which such liabilityliability arises. Such indemnity The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such Company Indemnified indemnified Person. Notwithstanding anything , shall survive the transfer of securities and shall continue to the contrary contained hereinapply to all Persons that were Holders at any time, the indemnification agreement contained in this subsection (e)(ii) with respect regardless of whether they continue to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedhold Registrable Securities.

Indemnification by the Holders. In connection with any Registration Statement in which a Each Holder is participatingof shares of Registrable Securities, by such participation each Holder agrees to severally and not jointly indemnifyjointly, hold harmless and defendwhich shares are included in a registration pursuant to the provisions of this Agreement, to the same extent permitted by law, will indemnify and in the same manner as is set forth in subsection (e)(i) above, hold harmless the Company, each of its directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entityperson, if any, who controls the Company within the meaning of the Securities Act Act, each officer of the Company who signs the Registration Statement including such Registrable Securities, each director of the Company, each underwriter and any person who controls the underwriter and each of their successors from and against, and will reimburse the Company and such officer, director, underwriter or the Exchange Act (eachcontrolling person with respect to, a “Company Indemnified Person”)any and all claims, against any Claim actions, demands, losses, damages, liabilities, costs or Indemnified Damages expenses to which any of them the Company or such officer, director, underwriter or controlling person may become subject, subject under the Securities Act, the Exchange Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the extent such Claim or Indemnified Damages arises directly from any Violationstatements therein, in each light of the circumstances in which they are made, not misleading; provided that such Holder will be liable in any such case to the extent, and but only to the extent, that any such Violation occurs claim, action, demand, loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or omission made in reliance upon and in strict conformity with written information furnished to the Company by such Holder specifically for use in connection with the preparation thereof. The liability of each Holder under this Section shall be limited to the proportion of any such claim, action, demand, loss, damage, liability, cost or expense which is equal to the proportion that the public offering price of the shares of Registrable Securities sold by such Holder under such Registration Statement; andStatement bears to the total offering price of all securities sold thereunder, subject but not, in any event, to subsection (e)(v) below, exceed the proceeds received by such Holder will reimburse any legal or other reasonable expenses incurred from the sale of shares of Registrable Securities covered by them in connection with investigating or defending any such Claim; provided, however, the Registration Statement. It is agreed that the this indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim such claim, action, demand, loss, damage, liability, cost or expense if such settlement is effected without the prior written consent of such Holder, the Holder (which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liability). Such This indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to Holder, underwriter or any such director, officer, partner, member, agent or controlling person and shall survive the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit transfer of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedsuch securities by such Holder.

Indemnification by the Holders. In connection with any Registration Statement in which a Each Holder is participatingagrees, by such participation each Holder agrees to severally and ------------------------------ not jointly indemnifyjointly, to indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its directors and officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entityPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Person”), from and against any Claim or Indemnified all Damages to which any of them may become subjectthe same extent as the foregoing indemnity from the Company to such Holder, under the Securities Act, the Exchange Act or otherwise, but only to the extent such Claim Damages arise out of or Indemnified Damages arises directly from are based upon any Violationuntrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto) or are caused by any omission to state therein a material fact necessary to make the statements therein, in each case light of the circumstances under which they were made, not misleading, which untrue statement or omission is based upon information relating to the extent, and only to the extent, that such Violation occurs Holder furnished in reliance upon and in conformity with written information furnished writing to the Company by such Holder specifically expressly for use in connection with any such Registration Statement; and, subject to subsection Statement (e)(vor any amendment thereto) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such ClaimProspectus (or any amendment or supplement thereto); provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent Holder shall not be unreasonably withheld; provided, further, however, obligated to provide -------- ------- such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability of any Holder of Registrable Securities hereunder be liable under this subsection (e)(ii) for only that greater in amount than the amount of a Claim or Indemnified Damages as does not exceed the net proceeds to received by such Holder as a result of upon the sale of the Registrable Shares pursuant to a Registration Statement Securities giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedobligation.

Indemnification by the Holders. In connection with any Registration Statement in which a Each Holder is participatingagrees, by such participation each Holder agrees severally but not jointly, to severally indemnify and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection (e)(i) above, the Company, each of its directors, each of its directors and officers who signs a Registration Statement, each of the Company’s agents or representatives, and each person or entityPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Person”), from and against any Claim or Indemnified all Damages to which any of them may become subjectthe same extent as the foregoing indemnity from the Company to such Holder, under the Securities Act, the Exchange Act or otherwise, but only to the extent such Claim Damages arise out of or Indemnified Damages arises directly from are based upon any Violationuntrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto) or are caused by any omission to state therein a material fact necessary to make the statements therein, in each case light of the circumstances under which they were made, not misleading, which untrue statement or omission is based upon information relating to the extent, and only to the extent, that such Violation occurs Holder furnished in reliance upon and in conformity with written information furnished writing to the Company by such Holder specifically expressly for use in connection with any such Registration Statement; and, subject to subsection Statement (e)(vor any amendment thereto) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such ClaimProspectus (or any amendment or supplement thereto); provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent Holder shall not be unreasonably withheld; provided, further, however, obligated to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability of any Holder of Registrable Securities hereunder be liable under this subsection (e)(ii) for only that greater in amount than the amount of a Claim or Indemnified Damages as does not exceed the net proceeds to received by such Holder as a result of upon the sale of the Registrable Shares pursuant to a Registration Statement Securities giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedobligation.