Common use of Indemnification by the Investors Clause in Contracts

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expensx (xxxxxding 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 or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment or supplement to the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale or sales by the selling Investor and which the Company advised the Investor in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investor. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor 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 Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act0000 Xxx) against any losses, claims, damages, liabilities and expensx expense (xxxxxding including reasonable attorney fees) resulting from (i) any breach of the terms hereof by such Investor, (ii) any violation by such Investor or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Investor or its agents and relating to the sale or other disposition of such Investor's Registrable Securities, or (iii) any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment or supplement to the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale or sales by the selling Investor and which the Company advised the Investor in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investorthereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such holder Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expensx expense (xxxxxding xxxxxxing 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 or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected and that such information was substantially relied upon by the Company in any subsequent amendment or supplement to preparation of the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale Prospectus or sales by the selling Investor and which the Company advised the Investor in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investorthereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor 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 Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expensx exxxxxx (xxxxxding 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 or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected and that such information was substantially relied upon by the Company in any subsequent amendment or supplement to preparation of the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale Prospectus or sales by the selling Investor and which the Company advised the Investor in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investorthereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor 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 Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders shareholders and each person who controls the Company (within the meaning of the 1933 Act0000 Xxx) against any losses, claims, damages, liabilities and expensx expense (xxxxxding 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 any Registration Statement or Prospectus or preliminary prospectus Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment or supplement thereto. Except to the Registration Statement extent that any such losses, claims, damages, liabilities or prospectus that was delivered expenses are finally judicially determined to the selling Investor a reasonable time before the pertinent sale have resulted from an Investor’s bad faith, gross negligence, recklessness, fraud or sales by the selling Investor and which the Company advised the Investor willful misconduct, in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investor. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such holder Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the such Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act1000 Xxx) against any losses, claims, damages, liabilities and expensx expense (xxxxxding 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 or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment or supplement to the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale or sales by the selling Investor and which the Company advised the Investor in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investorthereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor 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 Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expensx exxxxxx (xxxxxding xncluding 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 or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected and that such information was substantially relied upon by the Company in any subsequent amendment or supplement to preparation of the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale Prospectus or sales by the selling Investor and which the Company advised the Investor in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investorthereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor 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 Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losseslossxx, claimsxxxims, damages, liabilities and expensx expense (xxxxxding 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 or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment or supplement to the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale or sales by the selling Investor and which the Company advised the Investor in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investorthereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor 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 Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expensx xxxxxxe (xxxxxding including reasonable attorney fees) resulting from (i) any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected any failure of such Investor to comply with the covenants and agreements contained in this Agreement respecting resale of the Registrable Securities and such Investor will reimburse the Company, each of its directors, officers, agents and employees, and any subsequent amendment or supplement to the Registration Statement or prospectus that was delivered to the selling Investor a controlling persons for any reasonable time before the pertinent sale or sales legal and other expense incurred by the selling Investor Company, its directors, officers, agents and which the Company advised the Investor employees, and any controlling persons, in writing must be used in lieu of connection with investigating, defending, settling, compromising or paying any prior prospectus such loss, claim, damage, liability, expense or amendment or supplement thereto that had previously been provided to the Investoraction. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such holder Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expensx expenxx (xxxxxding xxxxuding 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 or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment or supplement to the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale or sales by the selling Investor and which the Company advised the Investor in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investorsuch omission is omitted from such information. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor 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 Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any -------------------------------- registration pursuant to the terms of this Agreement, each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act0000 Xxx) against any losses, claims, damages, liabilities and expensx expense (xxxxxding 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 or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment or supplement to the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale or sales by the selling Investor and which the Company advised the Investor in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investorthereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor 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 Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act1000 Xxx) against any losses, claims, damages, liabilities and expensx expense (xxxxxding including reasonable attorney fees) resulting from (i) any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment or supplement to a breach by such Investor of the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale or sales by the selling Investor and which the Company advised the Investor in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investorterms hereof. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor 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 Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act0000 Xxx) against any losses, claims, damages, liabilities and expensx expense (xxxxxding including reasonable external attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary prospectus Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment or supplement thereto. Except to the Registration Statement extent that any such losses, claims, damages, liabilities or prospectus that was delivered expenses are finally judicially determined to the selling Investor a reasonable time before the pertinent sale have resulted from an Investor’s bad faith, gross negligence, recklessness, fraud or sales by the selling Investor and which the Company advised the Investor willful misconduct, in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investor. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such holder Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the such Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreementagreement, each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or of Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act0000 Xxx) against any losses, claims, damages, liabilities and expensx expense (xxxxxding including reasonable attorney fees) resulting from (i) any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment violation by such Investor of any rule or supplement regulation promulgated under the 1933 Act applicable to the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale or sales by the selling such Investor and which the Company advised the relating to action or inaction required of such Investor in writing must be used in lieu connection with the distribution of any prior prospectus or amendment or supplement thereto that had previously been provided to the InvestorRegistrable Securities by it. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such holder Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders shareholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expensx expense (xxxxxding 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 any Registration Statement or Prospectus or preliminary prospectus Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment or supplement thereto. Except to the Registration Statement extent that any such losses, claims, damages, liabilities or prospectus that was delivered expenses are finally judicially determined to the selling Investor a reasonable time before the pertinent sale have resulted from an Investor’s bad faith, gross negligence, recklessness, fraud or sales by the selling Investor and which the Company advised the Investor willful misconduct, in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investor. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such holder Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the such Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investors. In connection with any registration pursuant to the terms of this Agreement, each Investor will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, agents, stockholders and each person who controls the Company (within the meaning of the 1933 Act0000 Xxx) against any losses, claims, damages, liabilities and expensx expense (xxxxxding 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 or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is either (i) contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) corrected in any subsequent amendment or supplement to the Registration Statement or prospectus that was delivered to the selling Investor a reasonable time before the pertinent sale or sales by the selling Investor and which the Company advised the Investor in writing must be used in lieu of any prior prospectus or amendment or supplement thereto that had previously been provided to the Investorthereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor 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 Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.