Common use of Indemnification by the Selling Shareholder Clause in Contracts

Indemnification by the Selling Shareholder. Each Selling Shareholder agrees to indemnify and hold harmless the Company and each Underwriter, if any, and each of their respective directors and officers (including each officer of the Company who signed the Registration Statement), and each other Person, if any, who controls the Company or any Underwriter within the meaning of the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information regarding the Selling Shareholder furnished in writing to the Company by the Selling Shareholder expressly for use in such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the Selling Shareholder shall not be obligated to provide such indemnity to the extent that such losses, liabilities, claims, damages, and expenses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement, Prospectus, amendment or supplement based on corrected or supplemental information provided in writing by the Selling Shareholder to the Company expressly for such purpose. Notwithstanding anything in this Section 7(b) to the contrary, in no event shall the liability of the Selling Shareholder under such indemnity be greater in an amount than the amount of the net proceeds received by the Selling Shareholder from the sale of Eligible Common Stock in the offering covered by such Registration Statement to which the losses, liabilities, claims, damages, and expenses relate.

Indemnification by the Selling Shareholder. Each The Selling Shareholder agrees to indemnify and hold harmless harmless, to the Company full extent permitted by law, the Company, its directors, officers, employees, advisors, and agents and each Underwriter, if any, and each of their respective directors and officers (including each officer of the Company who signed the Registration Statement), and each other Person, if any, Person who controls the Company or any Underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) from and against any and all Losses arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in the F-3 Resale Registration Statement (including any final or preliminary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein, including any Prospectus Supplement), or any such statement made in any free writing prospectus that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act or written testing-the-waters communication that the Company has filed or is required to file with the SEC pursuant to the Securities Act, against or (ii) any and all lossomission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, liabilityin light of the circumstances under which they were made, claimnot misleading, damage and expense described but, in each case (i) or (ii), only to the indemnity extent, that such untrue statement or omission is contained in Section 7(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information regarding the Selling Shareholder furnished in writing to the Company by the Selling Shareholder expressly for use in such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the Selling Shareholder shall not be obligated to provide such indemnity to the extent that such losses, liabilities, claims, damages, and expenses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement, Prospectus, amendment or supplement based on corrected or supplemental information provided in writing by the Selling Shareholder to the Company expressly specifically for such purpose. Notwithstanding anything inclusion in this Section 7(b) the F-3 Resale Registration Statement and any prospectus, preliminary prospectus, prospectus supplement, free writing prospectus or written testing-the-water communications and has not been corrected in a subsequent applicable filing with the SEC provided to the contraryCompany prior to or concurrently with the sale of the OTK Registrable Securities, including such information included in the publicly available filings made by the Selling Shareholder in respect of the OTK Registrable Securities. The obligation to indemnify hereunder shall in no event shall the liability of the Selling Shareholder under such indemnity be greater in an amount than the dollar amount of the net proceeds received by the Selling Shareholder from the applicable sale of Eligible Common Stock all or a portion of the OTK Registrable Securities. This indemnity shall be in addition to any liability the offering covered by such Registration Statement to which Selling Shareholder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by, or on behalf of, the losses, liabilities, claims, damages, and expenses relateCompany or any indemnified party.