Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its officers, directors, employees, agents, counsel and financial advisors and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise have. 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 holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder 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 holder under the sale of the Registrable Securities giving rise to such indemnification obligation. 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 same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall 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 same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus prospectus or Issuer Free Writing Prospectuspreliminary prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer Company specifically for inclusion in such Registration Statement, including, without limitation, information furnished Statement and was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Issuer pursuant to Section 2.5(b) hereofPerson asserting such loss, claim, damage, liability or expense. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company 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 holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each selling holder of Registrable Securities The Holder agrees (severally and not jointly) to indemnify and hold harmlessindemnity, to the full extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, officers and counsel and financial advisors and each Person who controls the Issuer Company (within the meaning of Section 15 of the Securities Act and the Exchange Act) from and against any Losses losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission had been contained in relates to any information with respect to such Holder, in its capacity as such, so furnished in writing by such selling holder to the Issuer Holder specifically for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto); provided, however, that the Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration StatementStatement or Prospectus or amendment thereof or supplement thereto, including, without limitation, the Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise haveCompany. In no event shall the liability of any selling holder of Registrable Securities the Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each selling holder Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerArris HoldCo, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Arris HoldCo (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder Holder to the Issuer Arris HoldCo specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise have. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder Holder, after deducting underwriting discounts and commissions, but before expenses, under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally included in a registration pursuant to the provisions of Sections 2.1 and not jointly) to 2.2 hereof will indemnify and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its directors and officers, directorsany controlling person and any underwriter from and against, employeesand will reimburse the Company, agentsits directors and officers, counsel any controlling person and financial advisors any underwriter with respect to, any and each Person who controls all loss, damage, liability, cost or expense to which the Issuer (within the meaning of Company or any controlling person and/or any underwriter may become subject under the Securities Act and the Exchange Act) from and against any Losses resulting from or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing Prospectustherein, in the light of the circumstances under in which they were made) , not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was so made in any reliance upon and in strict conformity with written information furnished by or on behalf of such Holder specifically for use in writing by such selling the preparation thereof and provided further, that the maximum amount that may be recovered from any holder shall be limited to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise have. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar net amount of the proceeds received by such holder under Holder from the sale of the Registrable Securities giving rise to such indemnification obligationSecurities.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact that is provided by such selling holder and that is (i) required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or (ii) necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer Company specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise have. 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 holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Company 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 same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall 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 same extent as provided above with respect to the indemnification of the Company.

Indemnification by the Holders. Each selling holder Electing Holder agrees, as a consequence of the inclusion of any of such holder's Registrable Securities agrees (in any Registration Statement, severally and not jointly, to (i) to indemnify and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel and financial advisors its officers who sign such Registration Statement and each Person person, if any, who controls the Issuer (Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) from and , against any Losses resulting from any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities 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 of a material fact contained in such Registration Statement or Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission of to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission had been contained was made in any information furnished reliance upon and in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, conformity with written information furnished to the Issuer pursuant Company by an instrument duly executed by or on behalf of such holder and stated to Section 2.5(bbe expressly for use therein and (ii) hereofreimburse the Company and its directors and its officers who sign such Registration Statement for any legal or other expenses reasonably incurred by the Company and such directors and officers in connection with investigating or defending any such action or claim as such expenses are incurred. This indemnity For the purposes of this subsection (b), the Company may rely on written information furnished to the Company by an Indemnified Person via electronic mail if such electronic mail is followed within five (5) days thereof by a written instrument meeting the requirements set forth in the foregoing sentence. The liability of each Electing Holder shall be in addition proportion to any liability and limited to the net amount received by such holder may otherwise have. In no event shall Electing Holder from the liability of any selling holder sale of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to Holder shall indemnify and hold harmlessharmless the Company, to the full extent permitted by law, the Issuer, each of its officers, directors, employeeseach of its officers who has signed a Registration Statement, agents, legal counsel and financial advisors and accountants for the Company, each Person person (if any) who controls the Issuer (Company within the meaning of the Securities Act and any underwriter (as defined in the Exchange Act) from and for the Company, against any Losses resulting from to which the Company or any other such indemnified person may become subject under the Act or any rule or regulation thereunder or otherwise to the extent that such Losses (or related actions) (i) are caused solely by any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement), or contained, on the effective date thereof, in any Registration Statement of which such Holder's Registrable Securities were the subject, the prospectus contained therein, any amendment or supplement thereto, or (ii) arise out of or are based solely upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any information furnished reliance upon and in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, conformity with information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be Company by such Holder, in addition to writing, expressly for inclusion in any liability such holder may otherwise have. In no event shall of the foregoing documents; provided, however, that the aggregate liability of any selling holder of Registrable Securities hereunder Holder shall not be greater in amount than the dollar amount of the net proceeds received by such holder under Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. This indemnity shall not apply to amounts paid in settlement of any such Loss or related action if such settlement is effected without the consent of the subject Holder.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (Holder agrees, severally and but not jointly) , to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its directors, officers, directors, employees, agents, counsel and financial advisors shareholders and each Person person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act0000 Xxx) from and against any Losses losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any finalStatement, a Prospectus or a preliminary Prospectus or summary Prospectus contained therein a Blue Sky Application or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement or omission had been is contained in any information furnished in writing by such selling holder Holder to the Issuer Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, provided, however, that such Holder will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by Company to such Holder in writing in connection with such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to Prospectus or Blue Sky Application or any liability such holder may otherwise haveamendment or supplement thereto. In no event shall the liability of any selling holder of Registrable Securities hereunder a Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 6 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such holder under Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Holders. Each selling holder of Registrable Securities Holder agrees (severally and not jointly) to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any registration statement under which such Registrable Securities were registered or sold under the Securities Act, any final, preliminary or summary prospectus contained therein, any Free Writing Prospectus, or any amendment or supplement to any of the foregoing or any documents incorporated by reference therein or (ii) any omission of to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or necessary to make the statements therein (in the case of a Prospectus prospectus or Issuer Free Writing Prospectuspreliminary prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission had been is contained in any information furnished in writing by such selling holder Holder to the Issuer Company specifically for inclusion in such Registration Statementregistration statement, includingfinal, without limitationpreliminary or summary prospectus contained therein, information furnished or any Free Writing Prospectus, or any amendment or supplement to any of the foregoing, and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise havePerson asserting the claim. In no event shall the liability of any selling holder of Registrable Securities Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such holder Holder under the sale of the Registrable Securities giving rise to such indemnification obligationobligation less any amounts paid by such Holder pursuant to Section 3.4 and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any prospectus or registration statement.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its officers, directors, employeesofficers and partners, agents, counsel and financial advisors and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act), and each other selling holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Person, from and against any Losses resulting from any untrue or allegedly untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer specifically expressly for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder 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 net proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and partners, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of Registrable Securities Holder agrees (severally and not jointly) to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact or in any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission had been is contained in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise haveHolder’s Selling Stockholder Information. In no event shall the liability of any selling holder of Registrable Securities Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder under Holder from the sale of the its Registrable Securities included in such Registration Statement giving rise to such indemnification obligation, net of discounts and commissions but before expenses, less any amounts paid by such Holder pursuant to Section 3.5.4 and any amounts otherwise paid by such Holder as a result of such untrue statement or omission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the Transfer of such securities by such Holder.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees Holder (severally and not jointly) agrees to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact or in any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission had been contained in any information is furnished in writing by such selling holder to Holder expressly for use in the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise haveSelling Stockholder Information. In no event shall the liability of any selling holder of Registrable Securities Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder under Holder from the sale of the Registrable Securities in the offering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by such Holder pursuant to Section 3.9(d) and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.

Indemnification by the Holders. Each selling holder of Registrable Securities Holder agrees (severally and not jointly) to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in the registration statement under which such Registrable Securities were registered or sold under the Securities Act, any final, preliminary or summary prospectus contained therein, any Free Writing Prospectus, or any amendment or supplement to any of the foregoing or any documents incorporated by reference therein or (ii) any omission of to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or necessary to make the statements therein (in the case of a Prospectus prospectus or Issuer Free Writing Prospectuspreliminary prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission had been is contained in any information furnished in writing by such selling holder Holder to the Issuer Company specifically for inclusion in such Registration Statementregistration statement, includingfinal, without limitationpreliminary or summary prospectus contained therein, information furnished or any Free Writing Prospectus, or any amendment or supplement to any of the foregoing, and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise havePerson asserting the claim. In no event shall the liability of any selling holder of Registrable Securities Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such holder Holder under the sale of the Registrable Securities giving rise to such indemnification obligationobligation less any amounts paid by such Holder pursuant to Section 3.4 and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any prospectus or registration statement.

Indemnification by the Holders. Each selling In connection with any Registration Statement in which a holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmlessis participating, to the full extent permitted by law, each such holder, severally and not jointly, will indemnify the IssuerCompany, its directors and officers, directors, employees, agents, counsel and financial advisors and each Person who controls the Issuer (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) from and the Company against any Losses resulting from arising out of or based upon (i) any untrue or alleged untrue statement of a material fact or contained in any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any Issuer Free Writing Prospectus omission or amendment thereof or supplement thereto, alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus prospectus or Issuer Free Writing Prospectuspreliminary prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement or omission had been is contained in any information so furnished in writing by such selling holder expressly for use in connection with such Registration Statement and was not corrected in a subsequent writing prior to or concurrently with the sale of Registrable Securities to the Issuer specifically for inclusion Person asserting such loss, claim, damage, liability or expense; provided, however, that the indemnity agreement contained in this Section 3.8(b) shall not apply to amounts paid in settlement of any such Registration StatementLoss if such settlement is effected without the consent of such holder, includingwhich consent shall not be unreasonably withheld or delayed; provided, without limitationfurther, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be that, in addition to any liability such holder may otherwise have. In no event shall any indemnity under this Section 3.8(b) exceed the liability of any selling holder of Registrable Securities hereunder be greater in amount than gross proceeds from the dollar amount of the proceeds offering actually received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligationholder.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and or the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus prospectus or Issuer Free Writing Prospectuspreliminary prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer Company specifically for inclusion in such Registration Statement, including, without limitation, information furnished Statement and was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Issuer pursuant to Section 2.5(b) hereofPerson asserting such loss, claim, damage, liability or expense. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company 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 holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each selling holder Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its officers, directors, employees, agents, counsel officers and financial advisors employees and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder Holder to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished Statement and was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Issuer pursuant to Section 2.5(b) hereofPerson asserting such loss, claim, damage, liability or expense. This indemnity shall be in addition to any liability such holder Holder may otherwise have. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder Holder under the sale of the Registrable Securities giving rise to such indemnification obligationobligation (net of all underwriting discounts and commissions).