Common use of Indemnification by Underwriters Clause in Contracts

Indemnification by Underwriters. The Underwriters severally agree, to the extent of and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 above, to indemnify and hold harmless the Company, the directors of the Company and each person, if any, who controls the Company with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Stock and Warrants under the blue sky or securities laws thereof, or any information furnished pursuant to Section 3.05 hereof, if such statement or omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by the Representative on its behalf specifically for use in connection with the preparation thereof or supplement thereto. The Underwriters shall not be liable for amounts paid in settlement of any such litigation if such settlement was effected without the consent of the Representative. In case of commencement of any action in respect of which indemnity may be sought from the Underwriters on account of the indemnity agreement contained in this subsection 6.02, each person agreed to be indemnified by the Underwriters shall have the same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity in the event such notice is not given, and the Underwriters shall have the same right to participate in (and, to the extent that they shall wish, to direct) the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Company's expense, and permit the Company to be an observer therein.

Indemnification by Underwriters. The Underwriters Each Underwriter agrees, severally agree, to the extent of and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 abovejointly, to indemnify and hold harmless the Company, the directors of the Company and each personthe Selling Stockholders, if anytheir respective directors, their respective officers who sign the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriter, but only with respect to any statement information furnished in writing by or omission from on behalf of such Underwriter through you expressly for use in the Registration Statement Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any action or claim shall be brought or asserted against the Prospectus (as amended Company or as supplementedthe Selling Stockholders, if amended or supplemented as aforesaid) any of their respective directors, any of their respective officers or any application or other document filed in such controlling person based on the Registration Statement, any state or jurisdiction in order to qualify Preliminary Prospectus, the Stock and Warrants under Commitment Prospectus, the blue sky or securities laws thereofProspectus, or any information furnished pursuant to Section 3.05 hereof, if such statement or omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by the Representative on its behalf specifically for use in connection with the preparation thereof amendment or supplement thereto. The Underwriters shall not be liable for amounts paid in settlement of , or any such litigation if such settlement was effected without the consent of the Representative. In case of commencement of any action Issuer Free Writing Prospectus, and in respect of which indemnity may be sought from the Underwriters on account of the indemnity agreement contained in against any Underwriter pursuant to this subsection 6.02paragraph, each person agreed to be indemnified by the Underwriters such Underwriter shall have the same obligation rights and duties given to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 aboveand the Selling Stockholders by the immediately preceding paragraph (except that if the Company and the Selling Stockholders shall have assumed the defense thereof, subject such Underwriter shall not be required to the same loss of indemnity do so, but may employ separate counsel therein and participate in the event defense thereof, but the fees and expenses of such notice is not givencounsel shall be at such Underwriter's expense), and the Underwriters Company and the Selling Stockholders, their respective directors, any such officers and any such controlling persons, shall have the same right to participate in (and, rights and duties given to the extent that they shall wish, to direct) Underwriters by the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Company's expense, and permit the Company to be an observer thereinimmediately preceding paragraph.

Indemnification by Underwriters. The Underwriters Each Underwriter severally agree, to the extent of and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 above, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the directors of the Company Registration Statement and each person, if any, who controls the Company with respect within the meaning of the Securities Act (collectively, the "Company Indemnified Parties") and each Selling Shareholder and each person, if any, who controls a Selling Shareholder within the meaning of the Securities Act (collectively, the "Shareholder Indemnified Parties") against any losses, claims, damages, liabilities or expenses (including, unless the Underwriter or Underwriters elect to assume the defense, the reasonable cost of investigating and defending against any statement claims therefor and fees of counsel incurred in connection therewith), joint or omission from several, which arise out of or are based in whole or in part upon the Securities Act, the Exchange Act or any other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application Preliminary Prospectus, the Registration Statement or other document filed in any the Prospectus, as from time to time amended and supplemented) includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or jurisdiction necessary in order to qualify make the Stock and Warrants under statements therein, in light of the blue sky or securities laws thereofcircumstances in which they were made, or not misleading, but only insofar as any information furnished pursuant to Section 3.05 hereof, if such statement or omission was made in reliance upon upon, and in conformity with, written information peculiarly within its knowledge and furnished in writing to the Company by such Underwriter, directly or through the Representative on its behalf Representatives, specifically for use in connection with the preparation thereof thereof, and the parties acknowledge and agree that the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Registration Statement or supplement thereto. The Underwriters the Prospectus, as from time to time amended or supplemented, is the information set forth in the last paragraph of the front cover page (insofar as such information relates to the Underwriters), the information on page 2 concerning stabilization and over-allotment by the Underwriters, and certain information under the caption "Underwriting"; provided, however, that in no -------- ------- case is such Underwriter to be liable with respect to any claims made against any Company Indemnified Party or Shareholder Indemnified Party against whom the action is brought unless such Company Indemnified Party or Shareholder Indemnified Party shall have notified such Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party or Shareholder Indemnified Party, but failure to notify such Underwriter of such claim shall not be liable for amounts paid in settlement of relieve it from any such litigation if such settlement was effected without the consent of the Representative. In case of commencement of liability which it may have to any action in respect of which indemnity may be sought from the Underwriters Company Indemnified Party or Shareholder Indemnified Party otherwise than on account of the its indemnity agreement contained in this subsection 6.02, each person agreed paragraph. Such Underwriter shall be entitled to be indemnified by the Underwriters shall have the same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity participate at its own expense in the event such notice is not givendefense, and the Underwriters shall have the same right to participate in (andor, if it so elects, to the extent that they shall wish, to direct) assume the defense of any suit brought to enforce any such action at their own expenseliability, but but, if such Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that any Underwriter elects to assume the defense of recognized standing any such suit and satisfactory to retain such counsel, the CompanyCompany Indemnified Parties or Shareholder Indemnified Parties and any other Underwriter or Underwriters or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them, respectively. The Underwriters agree Underwriter against whom indemnity may be sought shall not be liable to notify the Company promptly of the commencement indemnify any person for any settlement of any litigation such claim effected without such Underwriter's consent. This indemnity agreement is not exclusive and will be in addition to any liability which such Underwriter might otherwise have and shall not limit any rights or proceeding against the Underwriters remedies which may otherwise be available at law or against in equity to any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Company's expense, and permit the Company to be an observer thereinIndemnified Party or Shareholder Indemnified Party.

Indemnification by Underwriters. The Underwriters Each Underwriter severally agree, to the extent of and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 above, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the directors of the Company Registration Statement and each person, if any, who controls the Company with respect within the meaning of the Securities Act (collectively, the "Company Indemnified Parties") and each Selling Stockholder and each person, if any, who controls a Selling Stockholder within the meaning of the Securities Act (collectively, the "Stockholder Indemnified Parties") against any losses, claims, damages, liabilities or expenses (including, unless the Underwriter or Underwriters elect to assume the defense, the reasonable cost of investigating and defending against any statement claims therefor and fees of counsel incurred in connection therewith), joint or omission from several, which arise out of or are based in whole or in part upon the Securities Act, the Exchange Act or any other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application such document, as from time to time amended and supplemented) includes an untrue statement of a material fact or other document filed in any omits to state a material fact required to be stated therein or jurisdiction necessary in order to qualify make the Stock and Warrants under statements therein, in light of the blue sky or securities laws thereofcircumstances in which they were made, or not misleading, but only insofar as any information furnished pursuant to Section 3.05 hereof, if such statement or omission was made in reliance upon upon, and in conformity with, written information peculiarly within its knowledge and furnished in writing to the Company by such Underwriter, directly or through the Representative on its behalf Representatives, specifically for use in connection with the preparation thereof thereof, and the parties acknowledge and agree that the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Registration Statement or supplement thereto. The Underwriters the Prospectus, as from time to time amended or supplemented, is the information under the caption "Underwriting" in the Prospectus that does not describe this Agreement; provided, however, that in no case is such Underwriter to be liable with respect to any claims made against any Company Indemnified Party or Stockholder Indemnified Party against whom the action is brought unless such Company Indemnified Party or Stockholder Indemnified Party shall have notified such Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party or Stockholder Indemnified Party, but failure to notify such Underwriter of such claim shall not be liable for amounts paid in settlement of relieve it from any such litigation if such settlement was effected without the consent of the Representative. In case of commencement of liability which it may have to any action in respect of which indemnity may be sought from the Underwriters Company Indemnified Party or Stockholder Indemnified Party otherwise than on account of the its indemnity agreement contained in this subsection 6.02, each person agreed paragraph. Such Underwriter shall be entitled to be indemnified by the Underwriters shall have the same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity participate at its own expense in the event such notice is not givendefense, and the Underwriters shall have the same right to participate in (andor, if it so elects, to the extent that they shall wish, to direct) assume the defense of any suit brought to enforce any such action at their own expenseliability, but but, if such Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that any Underwriter elects to assume the defense of recognized standing any such suit and satisfactory to the Company. The Underwriters agree to notify retain such counsel, the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Company's expense, and permit the Company to be an observer therein.Indemnified Parties

Indemnification by Underwriters. The Underwriters severally agree, to the extent of and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 above, to indemnify and hold harmless the Company, the directors of the Company and each person, if any, who controls the Company with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Stock and Warrants under the blue sky or securities laws thereof, or any information furnished pursuant to Section 3.05 hereof, if such statement or omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by the Representative on its behalf specifically for use in connection with the preparation thereof or supplement thereto. The Underwriters shall not be liable for amounts paid in settlement of any such litigation if such settlement was effected without the consent of the Representative. In case of commencement of any action in respect of which indemnity may be sought from the Underwriters on account of the indemnity agreement contained in this subsection 6.02, each person agreed to be indemnified by the Underwriters shall have the same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity in the event such notice is not given, and the Underwriters shall have the same right to participate in (and, to the extent that they shall wish, to direct) the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise apprize it of all the developments therein, all at the Company's expense, and permit the Company to be an observer therein.

Indemnification by Underwriters. The Underwriters severally agreeCompany may require, as a condition to including any Registrable Securities in any registration statement to which Article II applies, that the extent of and only Company shall have received an undertaking reasonably satisfactory to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 above, it from each Underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) the Company, its directors, officers, affiliates, employees, representatives, agents, and controlling Persons (each, a “Company Indemnified Party”, and collectively, the directors of “Company Indemnified Parties,” and together with the Company Seller Indemnified Parties, the “Indemnified Parties” and each person, if any, who controls the Company individually an “Indemnified Party”) with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from the Registration Statement such registration statement, any preliminary, final or supplemental prospectus contained therein, or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Stock and Warrants under the blue sky or securities laws thereof, or any information furnished pursuant to Section 3.05 hereofsupplement, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information peculiarly within its knowledge and furnished in writing to the Company through an instrument duly executed by the Representative on its behalf such Underwriter specifically stating that it is for use in connection with the preparation thereof of such registration statement, preliminary, final, or supplement thereto. The Underwriters supplemental prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided, however, that the indemnity agreement contained in this Section 3.2 shall not be liable for apply to amounts paid in settlement of any such litigation loss, claim, damage, liability or action if such settlement was is effected without the consent of the Representativesuch Underwriter (which consent shall not be unreasonably withheld or delayed). In case of commencement Such indemnity shall remain in full force and effect regardless of any action in respect of which indemnity may be sought from the Underwriters investigation made by or on account behalf of the indemnity agreement contained in this subsection 6.02Company or such Underwriter, each person agreed to be indemnified or any of their respective affiliates, directors, officers, or controlling Persons and shall survive the transfer of such securities by the Underwriters shall have the same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity in the event Seller Parent and such notice is not given, and the Underwriters shall have the same right to participate in (and, to the extent that they shall wish, to direct) the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Company's expense, and permit the Company to be an observer thereinUnderwriter.

Indemnification by Underwriters. The Underwriters severally agree, to the extent of and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection Section 6.01 above, to indemnify and hold harmless the Company, the directors of the Company and each person, if any, who controls the Company with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Stock and Warrants Underwritten Securities under the blue sky or securities laws thereof, or any information furnished pursuant to Section 3.05 hereof, if such statement or omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by the Representative on its behalf specifically for use in connection with the preparation thereof or supplement thereto. The Underwriters shall not be liable for amounts paid in settlement of any such litigation if such settlement was effected without the consent of the Representative. In case of commencement of any action in respect of which indemnity may be sought from the Underwriters on account of the indemnity agreement contained in this subsection Section 6.02, each person agreed to be indemnified by the Underwriters shall have the same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection Section 6.01 above, subject to the same loss of indemnity in the event such notice is not given, and the Underwriters shall have the same right to participate in (and, to the extent that they shall wish, to direct) the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise apprize it of all the developments therein, all at the Company's expense, and permit the Company to be an observer therein.

Indemnification by Underwriters. The Underwriters Each Underwriter agrees, severally agree, to the extent of and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 abovejointly, to indemnify and hold harmless the Company, its directors, its officers who sign the directors of the Company Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company to each Underwriter, but only with respect to any statement information furnished in writing by or omission from on behalf of such Underwriter through you expressly for use in the Registration Statement Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any action or claim shall be brought or asserted against the Prospectus (as amended or as supplementedCompany, if amended or supplemented as aforesaid) any of its directors, any of its officers or any application or other document filed in such controlling person based on the Registration Statement, any state or jurisdiction in order to qualify Preliminary Prospectus, the Stock and Warrants under Commitment Prospectus, the blue sky or securities laws thereofProspectus, or any information furnished pursuant to Section 3.05 hereof, if such statement or omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by the Representative on its behalf specifically for use in connection with the preparation thereof amendment or supplement thereto. The Underwriters shall not be liable for amounts paid in settlement of , or any such litigation if such settlement was effected without the consent of the Representative. In case of commencement of any action Issuer Free Writing Prospectus, and in respect of which indemnity may be sought from the Underwriters on account of the indemnity agreement contained in against any Underwriter pursuant to this subsection 6.02paragraph, each person agreed to be indemnified by the Underwriters such Underwriter shall have the same obligation rights and duties given to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 aboveby the immediately preceding paragraph (except that if the Company shall have assumed the defense thereof, subject such Underwriter shall not be required to the same loss of indemnity do so, but may employ separate counsel therein and participate in the event defense thereof, but the fees and expenses of such notice is not givencounsel shall be at such Underwriter's expense), and the Underwriters Company, its directors, any such officers and any such controlling persons, shall have the same right to participate in (and, rights and duties given to the extent that they shall wish, to direct) Underwriters by the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Company's expense, and permit the Company to be an observer thereinimmediately preceding paragraph.

Indemnification by Underwriters. The Underwriters severally agree, to the extent of and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 above, to hereby indemnify and hold harmless the Company, each of its directors, each nominee (if any) for director named in the directors Prospectus, each of its officers who have signed the Company Registration Statement, and each person, if any, who controls the Company with respect within the meaning of the Act, and the Selling Warrantholders from and against all Liabilities to which the Company or any such director, nominee, officer or controlling person and/or the Selling Warrantholders may become subject under the Act or otherwise, insofar as such Liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Stock and Warrants under the blue sky or securities laws thereofPreliminary Prospectus, or any information furnished pursuant amendment or supplement thereto, or (ii) the omission or the alleged omission to Section 3.05 hereofstate therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if in each case to the extent, but only to the extent, that any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information peculiarly within its knowledge and furnished in writing to the Company through you, by the Representative or on its behalf of such Underwriters, specifically for use in connection with the preparation thereof thereof. In no event shall the Underwriters be liable under this Section 6(b) for any amount in excess of the compensation received by the Underwriters, in the form of underwriting discounts or supplement theretootherwise, pursuant to this Agreement or any other agreement contemplated hereby. The Underwriters foregoing indemnity shall not be liable for amounts paid in settlement of addition to any such litigation if such settlement was effected without the consent of the Representative. In case of commencement of any action in respect of other liability which indemnity may be sought from the Underwriters on account of the indemnity agreement contained in this subsection 6.02, each person agreed to be indemnified by the Underwriters shall have the same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity in the event such notice is not given, and the Underwriters shall have the same right to participate in (and, to the extent that they shall wish, to direct) the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Company's expense, and permit the Company to be an observer thereinotherwise have.

Indemnification by Underwriters. The Underwriters severally agree, to the extent of Each Underwriter hereby indemnifies and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 above, to indemnify and hold holds harmless the Company, each of its directors, each nominee (if any) for director named in the directors Prospectus, each of its officers who have signed the Company Registration Statement, and each person, if any, who controls the Company with respect within the meaning of the Act, from and against all Liabilities to which the Company or any such director, nominee, officer or controlling person may become subject under the Act or otherwise, insofar as such Liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Stock and Warrants under the blue sky or securities laws thereofPreliminary Prospectus, or any information furnished pursuant amendment or supplement thereto, or (ii) the omission or the alleged omission to Section 3.05 hereofstate therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if in each case to the extent, but only to the extent, that any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information peculiarly within its knowledge and furnished in writing to the Company through you, by or on behalf of the Representative on its behalf Underwriters, specifically for use in connection with the preparation thereof thereof. In no event shall the Underwriters be liable under this Section 6(b) for any amount in excess of the compensation received by such Underwriters, in the form of underwriting discounts or supplement theretootherwise, pursuant to this Agreement or any other agreement contemplated hereby. The Underwriters shall not be liable for amounts paid in settlement of any such litigation if such settlement was effected without the consent of the Representative. In case of commencement of any action in respect of which foregoing indemnity may be sought from the Underwriters on account of the indemnity agreement contained in this subsection 6.02, each person agreed to be indemnified by the Underwriters shall have the same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity in the event such notice is not given, and the Underwriters shall have the same right to participate in (and, to the extent that they shall wish, to direct) the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory in addition to the Company. The any other liability, which any Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Company's expense, and permit the Company to be an observer thereinotherwise have.

Indemnification by Underwriters. The Underwriters Each Underwriter severally agree, to the extent of and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 above, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the directors of the Company Registration Statement and each person, if any, who controls the Company with respect within the meaning of the Securities Act (collectively, the "Company Indemnified Parties") and each Selling Stockholder and each person, if any, who controls a Selling Stockholder within the meaning of the Securities Act (collectively, the "Stockholder Indemnified Parties") against any losses, claims, damages, liabilities or expenses (including, unless the Underwriter or Underwriters elect to assume the defense, the reasonable cost of investigating and defending against any statement claims therefor and fees of counsel incurred in connection therewith), joint or omission from several, which arise out of or are based in whole or in part upon the Securities Act, the Exchange Act or any other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application such document, as from time to time amended and supplemented) includes an untrue statement of a material fact or other document filed in any omits to state a material fact required to be stated therein or jurisdiction necessary in order to qualify make the Stock and Warrants under statements therein, in light of the blue sky or securities laws thereofcircumstances in which they were made, or not misleading, but only insofar as any information furnished pursuant to Section 3.05 hereof, if such statement or omission was made in reliance upon upon, and in conformity with, written information peculiarly within its knowledge and furnished in writing to the Company by such Underwriter, directly or through the Representative on its behalf Representatives, specifically for use in connection with the preparation thereof thereof, and the parties acknowledge and agree that the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Registration Statement or supplement thereto. The Underwriters the Prospectus, as from time to time amended or supplemented, is the information under the caption "Underwriting" in the Prospectus that does not describe this Agreement; provided, however, that in no case is such Underwriter to be liable with respect to any claims made against any Company Indemnified Party or Stockholder Indemnified Party against whom the action is brought unless such Company Indemnified Party or Stockholder Indemnified Party shall have notified such Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party or Stockholder Indemnified Party, but failure to notify such Underwriter of such claim shall not be liable for amounts paid in settlement of relieve it from any such litigation if such settlement was effected without the consent of the Representative. In case of commencement of liability which it may have to any action in respect of which indemnity may be sought from the Underwriters Company Indemnified Party or Stockholder Indemnified Party otherwise than on account of the its indemnity agreement contained in this subsection 6.02, each person agreed paragraph. Such Underwriter shall be entitled to be indemnified by the Underwriters shall have the same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity participate at its own expense in the event such notice is not givendefense, and the Underwriters shall have the same right to participate in (andor, if it so elects, to the extent that they shall wish, to direct) assume the defense of any suit brought to enforce any such action at their own expenseliability, but but, if such Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that any Underwriter elects to assume the defense of recognized standing any such suit and satisfactory to the Company. The Underwriters agree to notify retain such counsel, the Company promptly of the commencement of Indemnified Parties or Stockholder Indemnified Parties and any litigation other Underwriter or proceeding against the Underwriters or against any such controlling personperson or persons, defendant or defendants in the suit, shall bear the fees and expenses of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Company's expense, and permit the Company to be an observer therein.any

Indemnification by Underwriters. The Underwriters severally Each Electing Holder agrees, as a consequence of the participation of any underwriter in an offering of such Electing Holder’s Registrable Securities in a Shelf Registration Statement, that such underwriter shall agree, to and each underwriter, selling agent or other securities professional, if any, which facilitates the extent disposition of Registrable Securities shall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 abovenot jointly, to (i) indemnify and hold harmless the Company, the each Electing Holder, and their respective directors of the Company and officers, and each person, if any, who controls the Company with or any such Election Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect to any thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in or omission from the such Shelf Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Stock and Warrants under the blue sky or securities laws thereofProspectus, or any information furnished pursuant amendment or supplement, or arise out of or are based upon the omission or alleged omission to Section 3.05 hereofstate therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information peculiarly within its knowledge and furnished in writing to the Company by the Representative or on its behalf specifically of such underwriter, selling agent or other securities professional expressly for use therein, and (ii) reimburse the Company and such other persons for any legal or other expenses reasonably incurred by them in connection with the preparation thereof investigating or supplement thereto. The Underwriters shall not be liable for amounts paid in settlement of defending any such litigation if action or claim as such settlement was effected without the consent of the Representative. In case of commencement of any action in respect of which indemnity may be sought from the Underwriters on account of the indemnity agreement contained in this subsection 6.02, each person agreed to be indemnified by the Underwriters shall have the same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity in the event such notice is not given, and the Underwriters shall have the same right to participate in (and, to the extent that they shall wish, to direct) the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Company's expense, and permit the Company to be an observer thereinexpenses are incurred.