Common use of Indemnification by the Purchasers Clause in Contracts

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the Corporation, each director of the Corporation, each officer of the Corporation and each other Person, if any, who controls the Corporation within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Corporation or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this AgreementEach Purchaser, severally and not jointly, agrees to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner Company, its Affiliates, and to the same extent as set forth in Section 6.1) each underwriterof their respective officers, each Person who controls such underwriter within the meaning of the Securities Actdirectors, the Corporationmanagers, each director of the Corporationpartners, each officer of the Corporation members, agents, representatives, successors, assigns and employees and each other Person, if any, who controls the Corporation (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectuscollectively, as the same “Company Indemnified Persons”), against any Losses to which any Company Indemnified Person may be then supplemented become subject, under the Securities Act or amendedotherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the Person asserting part of such Purchaser contained in this Agreement or (Y) an untrue statement or alleged untrue statement or omission or alleged omission at or prior relating to the written confirmation identity of the sale applicable Purchaser made in the section of Registrable Securities the Prospectus or the Registration Statement or any amendment or supplement thereto titled “Summary of the Rights Offering—Purchase Agreement” in reliance upon and in conformity with written information furnished to the Company by that Purchaser expressly for use therein, and such Person if Purchaser will promptly reimburse such statement Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or omission was corrected preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such final prospectus. Such indemnity shall remain case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Purchaser to perform any of its covenants and agreements contained in full force and effect regardless this Agreement, (ii) the inaccuracy of any investigation representation or warranty made by the Company or on behalf any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any underwriter, the Corporation Company Indemnified Person or any such director, officer or controlling Person and shall survive the transfer of such securities by such sellerother Purchaser.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this AgreementEach Purchaser, severally and not jointly, agrees to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner Company, its Affiliates, and to the same extent as set forth in Section 6.1) each underwriterof their respective officers, each Person who controls such underwriter within the meaning of the Securities Actdirectors, the Corporationmanagers, each director of the Corporationpartners, each officer of the Corporation members, agents, representatives, successors, assigns and employees and each other Person, if any, who controls the Corporation (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectuscollectively, as the same “Company Indemnified Persons”), against any Losses to which any Company Indemnified Person may be then supplemented become subject, under the Securities Act or amendedotherwise, to the Person asserting insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission at or prior relating to the written confirmation identity of the sale applicable Purchaser made in the section of Registrable Securities the Prospectus or the Registration Statement or any amendment or supplement thereto titled “Purchase Agreement” in reliance upon and in conformity with written information furnished to the Company by that Purchaser expressly for use therein, and such Person if Purchaser will promptly reimburse such statement Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or omission was corrected preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such final prospectus. Such indemnity shall remain case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Purchaser to perform any of its covenants and agreements contained in full force and effect regardless this Agreement, (ii) the inaccuracy of any investigation representation or warranty made by the Company or on behalf any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any underwriter, the Corporation Company Indemnified Person or any such director, officer or controlling Person and shall survive the transfer of such securities by such sellerother Purchaser.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company and each other Person, if any, who controls the Corporation Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Corporation Company by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's ’s failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Corporation Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller.

Indemnification by the Purchasers. In the event any Registrable --------------------------------- Securities are included in a registration statement under this Agreement, to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company and each other Person, if any, who controls the Corporation Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Corporation Company by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be -------- liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Corporation Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this AgreementThe Purchasers agree to indemnify and hold harmless, to the fullest extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement willthe Company, its directors, officers and hereby does indemnify employees and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter the Company (within the meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in (A) any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any U.S. Prospectus contained therein or any amendment thereof or supplement thereto or any material incorporated by reference therein), or (B) any Preliminary Canadian Prospectus, Canadian Prospectus or any amendment or supplement thereto or any document incorporated by reference therein, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the Corporation, each director statements therein in light of the Corporationcircumstances under which they were made not misleading or to provide full, each officer true and plain disclosure of all material facts, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by the Purchasers to the Company specifically for inclusion in such Registration Statement, U.S. Prospectus, Preliminary Canadian Prospectus or Canadian Prospectus (as the case may be) and relates solely to the Purchasers and has not been corrected in a subsequent writing prior to or concurrently with the making of the Corporation purchase order for the Registrable Securities delivered to the Person asserting the claim. 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 U.S. Prospectus, Registration Statement, Preliminary Canadian Prospectus or Canadian Prospectus. The Purchasers shall also indemnify any underwriters of the Registrable Securities, their officers and directors and each other Person, if any, person who controls the Corporation such underwriters (within the meaning of the Securities Act or the Exchange Act, ) to the same extent as provided with respect to any statement or alleged statement in or omission or alleged omission from such registration statementindemnification of the Company, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that in no event shall any indemnity under this subsection 6.2, when taken together with any contribution by such Purchaser under subsection 6.4, exceed the Purchasers shall not be liable to any Person who participates as an underwriter in net proceeds from the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Corporation or any such director, officer or controlling Person and shall survive the transfer of such securities received by such sellerPurchaser.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this AgreementEach Purchaser, severally and not jointly, agrees to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner Company, its Affiliates, and to the same extent as set forth in Section 6.1) each underwriterof their respective officers, each Person who controls such underwriter within the meaning of the Securities Actdirectors, the Corporationmanagers, each director of the Corporationpartners, each officer of the Corporation members, agents, representatives, successors, assigns and employees and each other Person, if any, who controls the Corporation (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectuscollectively, as the same "Company Indemnified Persons"), against any Losses to which any Company Indemnified Person may be then supplemented become subject, under the Securities Act or amendedotherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the Person asserting part of such Purchaser contained in this Agreement or (Y) an untrue statement or alleged untrue statement or omission or alleged omission at or prior relating to the written confirmation identity of the sale applicable Purchaser made in the section of Registrable Securities the Prospectus or the Registration Statement or any amendment or supplement thereto titled "Summary of the Rights Offering—Purchase Agreement" in reliance upon and in conformity with written information furnished to the Company by that Purchaser expressly for use therein, and such Person if Purchaser will promptly reimburse such statement Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or omission was corrected preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such final prospectus. Such indemnity shall remain case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company or any other Purchaser to perform any of its covenants and agreements contained in full force and effect regardless this Agreement, (ii) the inaccuracy of any investigation representation or warranty made by the Company or on behalf any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any underwriter, the Corporation Company Indemnified Person or any such director, officer or controlling Person and shall survive the transfer of such securities by such sellerother Purchaser.

Indemnification by the Purchasers. In the event The Company may require, as a condition to including any Registrable Securities are included in a any registration statement under this Agreementfiled pursuant to Section 4 hereof, that the Company shall have received an undertaking satisfactory to the extent permitted by law, it from each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6.17) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company and each other Person, if any, who controls the Corporation Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Corporation Company by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Corporation Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company and each other Person, if any, who controls the Corporation Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Corporation Company by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Corporation Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller.

Indemnification by the Purchasers. In the event connection with any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by lawin which Purchasers are participating, each Purchaser whose Registrable Securities are registered pursuant will furnish to Parent in writing such information as Parent reasonably requests for use in connection with any such registration statement willor prospectus and, each Purchaser will severally and hereby does not jointly indemnify and hold harmless (in the same manner reimburse Parent and to the same extent as set forth in Section 6.1) each its employees, advisors, agents, underwriter, investment advisors, representatives, officers and directors and each Person who controls such underwriter Parent (within the meaning of the Securities Act or the Exchange Act) against any and all losses, the Corporationclaims, each director of the Corporationdamages, each officer of the Corporation liabilities, judgments and each other Personexpenses, if anyjoint or several (including reasonable attorneys' fees and disbursements, who controls the Corporation within the meaning of the Securities Actsubject to Section 2.6(c)) based upon, with respect arising out of, related to or resulting from any statement untrue or alleged untrue statement of a material fact contained in such registration statement, prospectus, or such preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus of a material fact required to be stated therein or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made necessary to make the statements therein in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning light of the Securities Act, in any such case circumstances under which they were made not misleading (but only to the extent 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 final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or violation or alleged violation is contained in any information so furnished in writing by such Purchaser or an Affiliate of such Purchaser expressly for inclusion in such registration statement) or any violation or alleged violation by such Purchaser of the Securities Act, the Exchange Act or any state securities laws (including any rule or regulation promulgated thereunder), and shall reimburse the Parent, such Parent's employees, advisors, agents, representatives, directors and officers, such participating person or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Purchasers shall not be liable in any such case to the extent that prior to the written confirmation filing of any such registration statement (or amendment thereof) or prospectus or supplement thereto, the relevant Purchaser furnished in writing to Parent information expressly for use in such registration statement (or any amendment thereof) or prospectus or supplement thereto which corrected or made not misleading information previously furnished to Parent; provided, further, that the indemnity agreement contained in this Section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the sale of Registrable Securities to such Person if such statement relevant Purchaser, which consent shall not be unconditionally withheld, conditioned or omission was corrected delayed, as applicable; and provided, further, that in such final prospectus. Such indemnity no event shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, Purchaser's liability hereunder exceed the Corporation or any such director, officer or controlling Person and shall survive the transfer of such securities net proceeds received by such sellerPurchaser with respect to the Registrable Stock sold by such Purchaser in the applicable offering.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this AgreementEach Purchaser, severally and not jointly, agrees to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner Company, its Affiliates, and to the same extent as set forth in Section 6.1) each underwriterof their respective officers, each Person who controls such underwriter within the meaning of the Securities Actdirectors, the Corporationmanagers, each director of the Corporationpartners, each officer of the Corporation members, agents, representatives, successors, assigns and employees and each other Person, if any, who controls the Corporation (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectuscollectively, as the same "Company Indemnified Persons"), against any Losses to which any Company Indemnified Person may be then supplemented become subject, under the Securities Act or amendedotherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the Person asserting part of such Purchaser contained in this Agreement or (Y) an untrue statement or alleged untrue statement or omission or alleged omission at made in the section the Prospectus or prior the Registration Statement or any amendment or supplement thereto titled "_________" in reliance upon and in conformity with written information furnished to the written confirmation Company by that Purchaser expressly for use therein, and the Purchaser will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the sale Company or any other Purchaser to perform any of Registrable Securities to such Person if such statement or omission was corrected its covenants and agreements contained in such final prospectus. Such indemnity shall remain in full force and effect regardless this Agreement, (ii) the inaccuracy of any investigation representation or warranty made by the Company or on behalf any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any underwriter, the Corporation Company Indemnified Person or any such director, officer or controlling Person and shall survive the transfer of such securities by such sellerother Purchaser.

Indemnification by the Purchasers. In the event connection with any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by lawin which Purchasers are participating, each Purchaser whose Registrable Securities are registered pursuant will furnish to Parent in writing such information as Parent reasonably requests for use in connection with any such registration statement willor prospectus and, each Purchaser will severally and hereby does not jointly indemnify and hold harmless (in the same manner reimburse Parent and to the same extent as set forth in Section 6.1) each its employees, advisors, agents, underwriter, investment advisors, representatives, officers and directors and each Person who controls such underwriter Parent (within the meaning of the Securities Act or the Exchange Act) against any and all losses, the Corporationclaims, each director of the Corporationdamages, each officer of the Corporation liabilities, judgments and each other Personexpenses, if anyjoint or several (including reasonable attorneys’ fees and disbursements, who controls the Corporation within the meaning of the Securities Actsubject to Section 2.6(c)) based upon, with respect arising out of, related to or resulting from any statement untrue or alleged untrue statement of a material fact contained in such registration statement, prospectus, or such preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus of a material fact required to be stated therein or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made necessary to make the statements therein in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning light of the Securities Act, in any such case circumstances under which they were made not misleading (but only to the extent 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 final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or violation or alleged violation is contained in any information so furnished in writing by such Purchaser or an Affiliate of such Purchaser expressly for inclusion in such registration statement) or any violation or alleged violation by such Purchaser of the Securities Act, the Exchange Act or any state securities laws (including any rule or regulation promulgated thereunder), and shall reimburse the Parent, such Parent’s employees, advisors, agents, representatives, directors and officers, such participating person or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Purchasers shall not be liable in any such case to the extent that prior to the written confirmation filing of any such registration statement (or amendment thereof) or prospectus or supplement thereto, the relevant Purchaser furnished in writing to Parent information expressly for use in such registration statement (or any amendment thereof) or prospectus or supplement thereto which corrected or made not misleading information previously furnished to Parent; provided, further, that the indemnity agreement contained in this Section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the sale of Registrable Securities to such Person if such statement relevant Purchaser, which consent shall not be unconditionally withheld, conditioned or omission was corrected delayed, as applicable; and provided, further, that in such final prospectus. Such indemnity no event shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, Purchaser’s liability hereunder exceed the Corporation or any such director, officer or controlling Person and shall survive the transfer of such securities net proceeds received by such sellerPurchaser with respect to the Registrable Stock sold by such Purchaser in the applicable offering.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this Agreement, Each Purchaser agrees and covenants to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in and indemnify the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the Corporation, each director of the Corporation, each officer of the Corporation Company and each other Person, if any, who controls the Corporation Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning Section 20 of the Securities ActExchange Act from and against any losses, in any claims, damages, liabilities and expenses (including expenses of investigation) to which the Company or such case to the extent that any such loss, claim, damage, liability controlling Person may become subject (or action or proceeding in respect thereofi) or expense arises arising out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an based upon any untrue statement or alleged untrue statement of any material fact contained in this Agreement or omission (ii) arising out of, based upon or alleged omission at in any way related or prior attributed to claims, actions or proceedings relating to this Agreement or the subject matter of this Agreement or (iii) relating to any action taken or omitted to be taken by such Purchaser; provided, however, that no Purchaser shall be liable under this paragraph (a) for any amounts paid in settlement of claims without their written consent, which consent shall not be unreasonably withheld, or to the written confirmation extent that it is finally judicially determined that such losses, claims, damages or liabilities arose primarily out of the sale gross negligence, willful misconduct or bad faith of Registrable Securities the Company. Each Purchaser further agrees to reimburse the Company for any reasonable legal and other expenses as they are incurred by it in connection with investigating, preparing to defend or defending any lawsuits, claims or other proceedings or investigations arising in any manner out of or in connection with the issuance of the Notes to such Person Purchaser; provided that if such statement Purchaser reimburses the Company hereunder for any expenses incurred in connection with a lawsuit, claim or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriterother proceeding for which indemnification is sought, the Corporation Company hereby agrees to refund such reimbursement of expenses to the extent it is finally judicially determined that the losses, claims, damages or liabilities arising out of or in connection with such lawsuit, claim or other proceedings arose primarily out of the gross negligence, willful misconduct or bad faith of the Company or from a violation by the Company of legal requirements applicable to the Company solely because of its character as a particular type of regulated institution. Each Purchaser further agrees that the indemnification, contribution and reimbursement commitments set forth in this Article VIII shall apply whether or not the Company is a formal party to any such directorlawsuits, officer claims or controlling Person and shall survive other proceedings. Notwithstanding the transfer of such securities by such seller.foregoing, no Purchaser shall

Indemnification by the Purchasers. In the event any Registrable Securities Each Purchaser holding Common Shares will, if Common Shares held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a registration statement under this Agreementmaterial fact contained in any such Registration Statement, prospectus, offering circular or other document, or 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, to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement willextent, and hereby does indemnify and hold harmless (in the same manner and only to the same extent as set forth extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in Section 6.1such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser and stated to be specifically for use therein; or (B) each underwriter, each Person who controls any violation by such underwriter within the meaning Purchaser of the Securities Act, the CorporationExchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each case, such Purchaser will reimburse the Company, each director other holder, and directors, officers, persons, underwriters or control persons of the Corporation, each officer of Company and the Corporation and each other Person, if any, who controls the Corporation within the meaning of the Securities Act, with respect to holders for any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities legal or any other Personexpenses reasonably incurred, if any, who controls as such underwriter within the meaning of the Securities Actexpenses are incurred, in connection with investigating or defending any such case claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Section 5(b) shall not apply to the extent that amounts paid in settlement of any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out if such settlement is effected without the consent of such Person's failure indemnifying Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Section 5(b) in its capacity as a seller of Common Shares shall not exceed the amount of net proceeds to send or give a copy such Purchaser of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected securities sold in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Corporation or any such director, officer or controlling Person and shall survive the transfer of such securities by such sellerregistration.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this AgreementEach Purchaser, severally and not jointly, agrees to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner Company, its Affiliates, and to the same extent as set forth in Section 6.1) each underwriterof their respective officers, each Person who controls such underwriter within the meaning of the Securities Actdirectors, the Corporationmanagers, each director of the Corporationpartners, each officer of the Corporation members, agents, representatives, successors, assigns and employees and each other Person, if any, who controls the Corporation (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectuscollectively, as the same “Company Indemnified Persons”), against any Losses to which any Company Indemnified Person may be then supplemented become subject, under the Securities Act or amendedotherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the Person asserting part of such Purchaser contained in this Agreement or (Y) an untrue statement or alleged untrue statement or omission or alleged omission at made in the section the Prospectus or prior the Registration Statement or any amendment or supplement thereto titled “_________” in reliance upon and in conformity with written information furnished to the written confirmation Company by that Purchaser expressly for use therein, and the Purchaser will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that such Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the sale Company or any other Purchaser to perform any of Registrable Securities to such Person if such statement or omission was corrected its covenants and agreements contained in such final prospectus. Such indemnity shall remain in full force and effect regardless this Agreement, (ii) the inaccuracy of any investigation representation or warranty made by the Company or on behalf any other Purchaser in this Agreement or (iii) the gross negligence or willful misconduct of any underwriter, the Corporation Company Indemnified Person or any such director, officer or controlling Person and shall survive the transfer of such securities by such sellerother Purchaser.

Indemnification by the Purchasers. In the event of any Registrable registration of any securities of the Company under the Securities are included in a registration statement under this Agreement, Act pursuant to the extent permitted by lawSection 1.1, each Purchaser whose of Registrable Securities are registered pursuant to such registration statement willthereunder, severally and hereby does not jointly, will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriterCompany, each Person officer of the Company who signs the registration statement, each director of the Company and each other person who controls such underwriter the Company within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the CorporationCompany or such officer, each director of the Corporation, each officer of the Corporation and each other Person, if any, who controls the Corporation within the meaning of or controlling person may become subject under the Securities ActAct or otherwise, with insofar as such losses, claims, damages or liabilities (or actions in respect to thereof) arise solely out of or are based solely upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from the registration statement under which such registration statementRegistrable Securities were registered under the Securities Act pursuant to Section 1.1, any preliminary prospectus, final prospectus or summary final prospectus contained therein, or any amendment or supplement theretothereof, if such statement or alleged statement arise solely out of or are based solely upon the omission or alleged omission was made to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, and controlling person for any legal or other expenses reasonably incurred by them in reliance upon and in strict conformity connection with information furnished to the Corporation by the Purchasers expressly for use in the preparation of investigating or defending any such registration statementloss, preliminary prospectusclaim, final prospectusdamage, summary prospectusliability or action; provided, amendment or supplement; provided however, that the Purchasers shall not such Purchaser will be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, hereunder in any such case if and only to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises solely out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting is based solely upon an untrue statement or alleged untrue omission made in reliance upon and in conformity with information pertaining to such Purchaser, as such, furnished in writing to the Company by such Purchaser specifically and expressly for use in such registration statement or omission or alleged omission at or prior prospectus; provided further, however, that the liability of each Purchaser hereunder shall be limited to the written confirmation of proceeds received by such Purchaser from the sale of the Registrable Securities to covered by such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force registration statement; and effect regardless of any investigation made by or on behalf of any underwriterprovided, the Corporation or however, that any such director, officer or controlling Person and Purchaser shall survive not be liable for the transfer legal expenses of such securities by such sellermore than one counsel for all of the indemnified persons hereunder.

Indemnification by the Purchasers. In the event The Company may require, as a condition to including any Registrable Securities are included in a any registration statement under this Agreementfiled pursuant to Section 3 hereof, that the Company shall have received an undertaking reasonably satisfactory to the extent permitted by law, it from each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision 6.1 of this Section 6.16) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company and each other Person, if any, who controls the Corporation Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Corporation Company by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Corporation Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this AgreementThe Purchasers agree to indemnify and hold harmless, to the fullest extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement willthe Company, its directors, officers and hereby does indemnify employees and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter the Company (within the meaning of the Securities Act 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 under the Securities Act (including any Prospectus contained therein or any amendment thereof or supplement thereto or any material incorporated by reference therein), or or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the Corporation, each director statements therein in light of the Corporationcircumstances under which they were made not misleading or to provide full, each officer true and plain disclosure of all material facts, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by the Purchasers to the Company specifically for inclusion in such Registration Statement or Prospectus and relates solely to the Purchasers and has not been corrected in a subsequent writing prior to or concurrently with the making of the Corporation purchase order for the Registrable Securities delivered to the Person asserting the claim. 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. The Purchasers shall also indemnify any underwriters of the Registrable Securities, their officers and directors and each other Person, if any, person who controls the Corporation such underwriters (within the meaning of the Securities Act or the Exchange Act, ) to the same extent as provided with respect to any statement or alleged statement in or omission or alleged omission from such registration statementindemnification of the Company, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that in no event shall any indemnity under this subsection 6.2, when taken together with any contribution by such Purchaser under subsection 6.4, exceed the Purchasers shall not be liable to any Person who participates as an underwriter in net proceeds from the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Corporation or any such director, officer or controlling Person and shall survive the transfer of such securities received by such sellerPurchaser.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the CorporationCompany, each director of the CorporationCompany, each officer of the Corporation Company and each other Person, if any, who controls the Corporation Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Corporation Company by the Purchasers expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided PROVIDED that the Purchasers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent 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 final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Corporation Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller.

Indemnification by the Purchasers. In the event any Registrable Securities are included in a registration statement under this AgreementEach Purchaser, severally and not jointly, agrees to the extent permitted by law, each Purchaser whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the same manner Company, its partners, Affiliates, officers, directors, employees and to the same extent as set forth in Section 6.1) each underwriter, duly authorized agents and each Person who controls such underwriter within the meaning of the Securities Act, the Corporation, each director of the Corporation, each officer of the Corporation and each other Personor entity, if any, who controls the Corporation Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with respect the partners, Affiliates, officers, directors, employees and duly authorized agents of such controlling Person, to the same extent as the foregoing indemnity from the Company to the Purchasers, but only with reference to information related to each Purchaser or its plan of distribution furnished in writing by such Purchaser or on its behalf expressly for use in any registration statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the Purchasers expressly for use in the preparation of such registration statement, any preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchasers maximum amount for which any Purchaser shall be liable under this indemnity shall not be liable to any Person who participates as an underwriter in exceed the offering or net proceeds received by such Purchaser from the sale of the Registrable Securities, pursuant to the registration statement in question, less any amounts previously paid by such Purchaser to purchase Registrable Securities. In case any action or proceeding shall be brought against the Company or its partners, Affiliates, officers, directors, employees or duly authorized agents or any such controlling Person or its partners, Affiliates, officers, directors, employees or duly authorized agents, in respect of which indemnity may be sought against such Purchaser, Purchaser shall have the rights and duties given to the Company, and the Company or its partners, Affiliates, officers, directors, employees or duly authorized agents, or such controlling Person, or its partners, Affiliates, officers, directors, employees or duly authorized agents, shall have the comparable rights and duties given to the Purchasers by Section 4.1. The Purchasers also agree, severally and not jointly, to indemnify and hold harmless any Underwriters of the Registrable Securities or any other Personwith reference to the same information as to which each Purchaser agrees to indemnify the Company referenced above, if any, their officers and directors and each Person who controls such underwriter within Underwriters on customary terms. The Company shall be entitled to receive indemnities on customary terms from Underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the meaning of the Securities Act, in any such case to the extent 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 final prospectus, as the same may be then supplemented or amendeddistribution, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior same extent as provided above, with respect to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected information so furnished in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Corporation or any such director, officer or controlling Person and shall survive the transfer of such securities writing by such sellerpersons specifically for inclusion in any prospectus or the Registration Statement.