Common use of Indemnification by Holders of Registrable Securities Clause in Contracts

Indemnification by Holders of Registrable Securities. In connection with any registration statement, each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives and affiliates and each Person, if any, who controls the Company or such other indemnified Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against all Losses caused by, resulting from or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but, in each case, only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the net amount received by such Selling Holder in the offering giving rise to such liability.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement, each Selling preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder agreesis participating, such Holder shall furnish to the Company in writing such information as the Company reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally but and not jointly, without limitation as to time, indemnify and hold harmless the Company, its officersmembers, managers, directors, agentsofficers, agents and employees, attorneys, representatives and affiliates and each Person, if any, who controls controlling person of the Company and the members, managers, directors, officers, agents or employees of such other indemnified Person within controlling persons, to the meaning fullest extent lawful, from and against any and all Losses, as incurred, arising out of Section 15 of the Securities Act or Section 20 of the Exchange Act against all Losses caused by, resulting from or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) based upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectussuch Registration Statement, any preliminary prospectus prospectus, Prospectus or any prospectus (form of prospectus, or any amendment or supplement thereto) , or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading to the extent, but, in each case, but only to the extent extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is caused by and contained in such or omitted from any information so furnished in writing by such Selling Holder to the Company expressly for use thereinin any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. Notwithstanding In no event shall the foregoing, no Selling liability of any selling Holder shall be liable to the Company for amounts greater in excess of the net amount received by than such Selling Holder in the offering giving rise to such liabilityHolder's Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a Holder is participating, each Selling such Holder agrees, severally but not jointlywill furnish to the Company in writing such information with respect to the name and address of such Holder and such other information as may be reasonably required for use in connection with any such Registration Statement or Prospectus and agrees to indemnity, to indemnify and hold harmless the full extent permitted by law, the Company, its officers, directors, agents, employees, attorneys, representatives directors and affiliates officers and each Person, if any, Person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) against all Losses caused byany losses, claims, damages, liabilities and expenses resulting from or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein in the Registration Statement or Prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading or (ii) upon any misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact is contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the such omission or alleged omission therefrom of a material fact necessary in order relates to make the statements therein, in the light of the circumstances under which they were made, not misleading, but, in each case, only any information with respect to the extent that such untrue statement or omission is caused by and contained in such information Holder so furnished in writing by such Selling Holder specifically for inclusion in any Prospectus or Registration Statement; provided, however, that such Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use thereinin such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. Notwithstanding In no event shall the foregoing, no liability of any Selling Holder shall hereunder be liable to greater in amount than the Company for amounts in excess dollar amount of the net amount proceeds received by such Selling Holder in upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementstatement in which a Holder is participating, each Selling such Holder agrees, severally but not jointlywill furnish to the Company in writing such information as the Company reasonably requests for use in connection with any registration statement or prospectus and will indemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and the officers, directors, agents and employees of any such controlling person, from and against all Losses caused byLosses, resulting from as incurred, arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the any registration statement, prospectus or form of prospectus or in any amendment theretoor supplement thereto or in any preliminary prospectus, or the arising out of or based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that any such untrue statement or omission is caused by and contained in such any information so furnished in writing to the Company by such Selling Holder expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to therein and was relied upon by the Company for amounts in excess the preparation thereof. In no event will the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses) received by such Selling Holder in upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligations.

Indemnification by Holders of Registrable Securities. In connection with any registration statement, each Selling Each Holder agrees, severally but not jointly, whose Registrable Securities are included in a Registration Statement pursuant to the provisions of this Section 6 will indemnify and hold harmless the Company, each of its subsidiaries and Affiliates, and their respective officers, directors, employees, partners, stockholders, agents, employeesrepresentatives, attorneys, representatives and affiliates and each Person, if any, any Person who controls the Company or such other indemnified Person any of its subsidiaries or Affiliates (within the meaning of Section 15 of the Securities Act) (each, a "Company Indemnified Person"), from and against, and will reimburse such Company Indemnified Person with respect to, any and all Indemnifiable Costs and Expenses to which the Company or such Company Indemnified Person may become subject under the Securities Act or Section 20 otherwise and which arise out of the Exchange Act against all Losses caused by, resulting or result from or relating to (i) any untrue statement or alleged untrue statement of a any material fact contained in the registration statementsuch Registration Statement, any Prospectus contained therein or any amendment or supplement thereto, or any amendment thereto, omission or the omission or alleged omission therefrom of a to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, but, in each casecase to the extent, but only to the extent extent, that such untrue statement or omission is caused by or alleged untrue statement or alleged omission was so made solely in reliance upon and contained in such substantial conformity with written information so furnished in writing by such Selling Holder expressly specifically for use therein. Notwithstanding in the foregoingpreparation thereof; provided, no Selling however, that the liability of any Holder pursuant to this subsection (b) shall be liable limited to the Company for amounts in excess of an amount not to exceed the net amount proceeds received by such Selling Holder in pursuant to the offering giving Registration Statement which gives rise to such liabilityobligation to indemnify.

Indemnification by Holders of Registrable Securities. In connection with any registration statement, each Selling Each Holder of Registrable Securities agrees, severally but and not jointly, to indemnify and hold harmless to the fullest extent permitted by law the Company, and each of its officers, directors, agentsofficers, employees, attorneysAffiliates, representatives trustees and affiliates agents, and each Person, if any, Person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act Act) against all any Losses, insofar as such Losses caused by, resulting from (or relating to (iactions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementShelf Registration Statement, Prospectus (including any preliminary Prospectus), or any amendment thereof or supplement thereto, or the arise out of or are based upon any omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the case of the Prospectus in the light of the circumstances under which they were made, not misleading, but, in each case, only to if the extent that such untrue statement or omission is caused by was made in reliance upon and contained in such conformity with information so furnished in writing to the Company by such Selling Holder expressly for use therein. Notwithstanding the foregoing, no Selling Holder Each Holder’s indemnification obligations hereunder shall be liable several and not joint and shall be limited to the Company for amounts in excess amount of the net amount proceeds actually received by such Selling Holder in the offering from sales of Registrable Securities giving rise to such liabilityobligations. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any Indemnified Party and shall survive the transfer of such securities by any Holder.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter's discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a Holder of Registrable Securities is participating, each Selling such Holder agreeswill furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the full extent permitted by law, severally but not jointlyjointly with any other Holder, to indemnify and hold harmless but without duplication, the Company, its officers, directors, agentsshareholders, employees, attorneysadvisors and agents, representatives and affiliates and each Person, if any, Person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act Act) against any losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses and including expenses incurred and amounts paid in settlement of any litigation, commenced or Section 20 threatened) arising out of the Exchange Act against all Losses caused by, resulting from or relating to (i) based upon any untrue statement (or alleged untrue statement statement) of a material fact contained in the registration statementin, or any amendment thereto, or the omission (or alleged omission therefrom omission) of a material fact required to be stated therein in, the Registration Statement or Prospectus or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement in the case of a material fact contained Prospectus in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, butas such expenses are incurred, in each caseto the extent, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information or affidavit so furnished in writing by such Selling Holder expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company specifically for amounts inclusion therein. In no event shall any participating Holder be liable for any amount in excess of the proceeds (net amount of payment of all expenses (excluding underwriting discounts and commissions paid or payable by such Holder)) received by such Selling Holder in from the offering giving rise Registrable Securities offered and sold by such Holder pursuant to such liabilityRegistration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter’s discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement, each Selling Each Holder agrees, severally but not jointly, whose Registrable Securities are included in a Registration Statement pursuant to the provisions of this Section 6 will indemnify and hold harmless the Company, each of its Affiliates, and their respective officers, directors, employees, partners, stockholders, agents, employeesrepresentatives, attorneys, representatives and affiliates and each Person, if any, any Person who controls the Company or such other indemnified Person any of its subsidiaries or Affiliates (within the meaning of Section 15 of the Securities Act) (each, a "Company Indemnified Person"), from and against, and will reimburse such Company Indemnified Person with respect to, any and all Indemnifiable Costs and Expenses to which the Company or such Company Indemnified Person may become subject under the Securities Act or Section 20 otherwise and which arise out of the Exchange Act against all Losses caused by, resulting or result from or relating to (i) any untrue statement or alleged untrue statement of a any material fact contained in the registration statementsuch Registration Statement, any Prospectus contained therein or any amendment or supplement thereto, or any amendment thereto, omission or the omission or alleged omission therefrom of a to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, but, in each casecase to the extent, but only to the extent extent, that such untrue statement or omission is caused by or alleged untrue statement or alleged omission was so made solely in reliance upon and contained in such substantial conformity with written information so furnished in writing by such Selling Holder expressly specifically for use therein. Notwithstanding in the foregoingpreparation thereof; provided, no Selling however, that the liability of any Holder pursuant to this subsection (ii) shall be liable limited to the Company for amounts in excess of an amount not to exceed the net amount proceeds received by such Selling Holder in pursuant to the offering giving Registration Statement which gives rise to such liabilityobligation to indemnify.

Indemnification by Holders of Registrable Securities. In connection with the any registration statementof Registrable Securities pursuant to this Agreement, each Selling Holder agreesincluded in such registration shall furnish to Acquiror and any underwriter in writing such information, severally but not jointlyincluding the name, address and the amount of Registrable Securities held by such Holder, as Acquiror or any underwriter reasonably requests for use in the Registration Statement relating to such registration or the related Prospectus and agrees to indemnify and hold harmless the CompanyAcquiror, its officersall other Holders and any underwriter, directors, agents, employees, attorneys, representatives each such party's officers and affiliates directors and each Person, if any, Person who controls the Company or each such other indemnified Person party (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act), and any agent or investment adviser thereof against all Losses caused bylosses, resulting from claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses) incurred by each such party pursuant to any actual or relating to threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, any Prospectus or preliminary Prospectus, or any amendment thereto, or supplement to any of the foregoing or (ii) any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement in the case of a material fact contained in any Issuer Free Writing Prospectus or a preliminary Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, then existing) not misleading, but, in each case, but only to the extent that any such untrue statement or omission is caused by made in reliance on and contained in conformity with information with respect to such information so Holder furnished in writing to Acquiror or any underwriter by such Selling Holder expressly or its counsel specifically for use inclusion therein. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the net amount received by such Selling Holder in the offering giving rise to such liability.

Indemnification by Holders of Registrable Securities. In connection ---------------------------------------------------- with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to Company, in writing, such information and affidavits with respect to such holder as Company reasonably requests for use in connection with any such registration statement, each Selling Holder agrees, severally but not jointlystatement or prospectus and agrees to indemnify, to indemnify and hold harmless the extent permitted by law, Company, its directors, officers, directors, agents, employees, attorneys, representatives employees and affiliates agents and each Person, if any, Person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act Act), and any investment advisor thereof or Section 20 of the Exchange Act agent therefor against all Losses caused byany losses, claims, damages, liabilities and expenses resulting from or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein in the registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement in the case of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in or failed to be contained in any information or affidavit with respect to such information holder so furnished in writing by such Selling Holder expressly holder specifically for use therein. Notwithstanding inclusion therein or resulting from the foregoing, no Selling Holder shall be liable to violation of applicable securities laws of such holder or its agents in connection with the Company for amounts in excess sale of the net Registrable Securities. In no event shall the liability of any participating holder hereunder be greater in amount than the dollar amount of the proceeds received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with The Company may require, as a condition to including any registration statementRegistrable Securities of a Holder in any Registration Statement filed pursuant to this Agreement that the Company shall have received an undertaking satisfactory to it from such Holder to indemnify, each Selling Holder agrees, severally but not jointly, to indemnify defend and hold harmless harmless, the Company, its officers, directors, agents, employees, attorneys, representatives directors and affiliates officers and each Personperson, if any, who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company from and against any and all losses, claims, damages and liabilities, joint or several, to which any of the foregoing may become subject, under the Securities Act against all Losses caused byor otherwise, resulting from based upon or relating to (i) arising out of any untrue statement or alleged untrue statement of a material fact contained in the registration statementa Registration Statement, any preliminary prospectus, final Prospectus or summary Prospectus, or any amendment or supplement thereto, or the omission or alleged omission therefrom of a to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue misleading, if such statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary was made in order to make the statements therein, reliance upon and in the light of the circumstances under which they were made, not misleading, but, in each case, only conformity with written information furnished to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing Company by such Selling Holder expressly for use thereinin the preparation of such Registration Statement, preliminary prospectus, final Prospectus, summary Prospectus, amendment or supplement. Notwithstanding the foregoingSuch indemnity shall remain in full force and effect, no Selling Holder shall be liable to regardless of any investigation made by or on behalf of the Company for amounts in excess or any such director, officer or controlling person and shall survive the transfer of the net amount received such Registrable Securities by such Selling Holder in the offering giving rise to such liabilityHolder.

Indemnification by Holders of Registrable Securities. In connection ---------------------------------------------------- with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any registration statementRegistration Statement, each Selling Holder agreesProspectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, severally but and not jointly, without limitation as to time, indemnify and hold harmless the Company, its directors, officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, who controls controlling person of the Company or such other indemnified Person within the meaning of Section 15 any of the Securities Act Guarantors, and the directors, officers, agents or Section 20 employees of such controlling persons, to the Exchange Act fullest extent lawful, from and against all Losses caused by, resulting from arising out of or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) based upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing ProspectusRegistration Statement, any preliminary Prospectus or form of prospectus or any prospectus (or in any amendment or supplement thereto) thereto or the in any preliminary prospectus, or any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading to the extent, but, in each case, but only to the extent extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is caused by and contained in such or omitted from any information so furnished in writing by such Selling Holder to the Company expressly for use therein. Notwithstanding In no event shall the foregoing, no Selling liability of any selling Holder shall be liable to greater in amount than the Company for amounts in excess dollar amount of the proceeds (net amount of payment of all expenses) received by such Selling Holder in upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementpursuant to this Agreement in which a Holder of Registrable Securities is participating, each Selling such Holder agrees, severally but and not jointly, to indemnify indemnify, protect and hold harmless in full the Company, its directors and officers, directorsany underwriter, agents, employees, attorneys, representatives and affiliates each other Holder so participating and each PersonPerson who "controls" the Company, if any, who controls the Company such underwriter or such other indemnified Person Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and all other Holders of Registrable Securities so participating, from and against any Losses to which any of the foregoing Persons may become subject, under the Securities Act against all or otherwise, insofar as such Losses caused by, resulting from arise out of or relating to (i) any are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the registration statementSecurities Act, or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or the arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement in the case of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or alleged untrue statement or omission is caused by or alleged omission was made in reliance upon and contained in such conformity with written information so furnished in writing by such Selling Holder expressly to the Company or any underwriter specifically for use inclusion therein. Notwithstanding ; provided, however, that the foregoing, no Selling obligations of each Holder shall be liable limited to an amount equal to the Company for amounts in excess of the net amount proceeds received by such Selling Holder in the offering giving rise to such liabilityupon sale of its Registrable Securities.

Indemnification by Holders of Registrable Securities. In connection with any registration statement, each Selling Each Holder agreesshall, severally but and not jointly, to indemnify and hold harmless the Company, its directors, officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, Person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses caused byLosses, resulting from as incurred, to the extent arising out of or relating based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (iy) any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, any Prospectus, or in any amendment theretoor supplement thereto or in any preliminary prospectus, or the arising out of or relating to any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon in the case of any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment Prospectus or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made) not misleading (i) to the extent, not misleading, but, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use therein. Notwithstanding in a Registration Statement (it being understood that the foregoingHolder has approved Annex A hereto for this purpose), no Selling Holder shall be liable such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(f)(ii)-(iv), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for amounts in excess use by such Holder and prior to the receipt by such Holder of the net amount received by such Selling Holder Advice contemplated in Section 11, but only if and to the offering extent that following the receipt of the Advice the misstatement or omission giving rise to such liabilityLoss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a Holder of Registrable Securities is participating, each Selling such Holder agreeswill furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the full extent permitted by law, severally but not jointlyjointly with any other Holder, to indemnify and hold harmless but without duplication, the Company, its officers, directors, agentsshareholders, employees, attorneysadvisors and agents, representatives and affiliates and each Person, if any, Person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act Act) against any losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses and including expenses incurred and amouts paid in settlement of any litigation, commenced or Section 20 threatened) arising out of the Exchange Act against all Losses caused by, resulting from or relating to (i) based upon any untrue statement (or alleged untrue statement statement) of a material fact contained in the registration statementin, or any amendment thereto, or the omission (or alleged omission therefrom omission) of a material fact required to be stated therein in, the Registration Statement or Prospectus or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement in the case of a material fact contained Prospectus in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, butas such expenses are incurred, in each caseto the extent, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information or affidavit so furnished in writing by such Selling Holder expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company specifically for amounts inclusion therein. In no event shall any participating Holder be liable for any amount in excess of the proceeds (net amount of payment of all expenses (excluding underwriting discounts and commissions paid or payable by such Holder)) received by such Selling Holder in from the offering giving rise Registrable Securities offered and sold by such Holder pursuant to such liabilityRegistration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration statement, each Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives trustees and affiliates agents and each Person, if any, who controls the Company or such other indemnified Person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against all Losses caused byand each of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.7, resulting from or but only with respect to (a) written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf for use in any registration statement or prospectus relating to the Registrable Securities of such Selling Holder, or any amendment or supplement thereto, or any preliminary prospectus and (ib) any untrue statement or alleged untrue statement of a material fact or material omission contained in the any registration statement, statement or any amendment thereto, prospectus relating to such Registrable Securities (i) that such Selling Holder knew to be untrue or the knew to be an omission or alleged omission therefrom of a material fact required that such Selling Holder reasonably should have known to be stated therein untrue or necessary reasonably should have known to make the statements therein not misleading or be an omission and (ii) upon any which the Company did not know to be untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order did not know to make the statements therein, in the light of the circumstances under which they were made, not misleading, but, in each case, only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder expressly for use thereinbe an omission. Notwithstanding the foregoing, in no event will the liability of a Selling Holder shall be liable to the Company for amounts in excess of under this Section 2.8 or Section 2.10 or otherwise hereunder exceed the net amount proceeds actually received by such Selling Holder from the sale of its Registrable Securities hereunder. This indemnity shall be in the offering giving rise addition to such liabilityany liability each Selling Holder may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement, each Selling preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder agreesis participating, such Holder shall furnish to the Company in writing such information as the Company reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally but and not jointly, without limitation as to time, indemnify and hold harmless the Company, its officersmembers, managers, directors, agentsofficers, agents and employees, attorneys, representatives and affiliates and each Person, if any, who controls controlling person of the Company and the members, man- agers, directors, officers, agents or employees of such other indemnified Person within controlling persons, to the meaning fullest extent lawful, from and against any and all Losses, as incurred, arising out of Section 15 of the Securities Act or Section 20 of the Exchange Act against all Losses caused by, resulting from or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) based upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectussuch Registration Statement, any preliminary prospectus prospectus, Prospectus or any prospectus (form of prospectus, or any amendment or supplement thereto) , or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading to the extent, but, in each case, but only to the extent extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is caused by and contained in such or omitted from any information so furnished in writing by such Selling Holder to the Company expressly for use thereinin any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. Notwithstanding In no event shall the foregoing, no Selling liability of any selling Holder shall be liable to the Company for amounts greater in excess of the net amount received by than such Selling Holder in the offering giving rise to such liabilityHolder's Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any registration statementstatement in which a holder of Registrable Securities is participating, each Selling Holder agrees, severally but not jointly, such holder will furnish to the Company in writing such information with respect to such holder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify and hold harmless harmless, to the extent permitted by law, (i) the Company, its (ii) each Person who controls the Company (within the meaning of the Act), and (iii) the officers, directors, agentspartners, employees, attorneys, representatives and affiliates and and/or agents of each Person, if any, who controls Person described in the Company or such other indemnified Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against all Losses caused by, resulting from or relating to foregoing clauses (i) and (ii), from and against any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement in the case of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinpreliminary prospectus, in the light of or the circumstances under which they were made, ) not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in in, or with respect to any material omission, omitted from, any information with respect to such information holder so furnished in writing by such Selling Holder holder expressly for use therein. Notwithstanding In no event shall the foregoing, no Selling Holder shall liability of any selling holder of Registrable Securities hereunder be liable to greater in amount than the Company for amounts in excess dollar amount of the net amount proceeds received by such Selling Holder in holder upon the offering sales of Restricted Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement in which a Holder of Registrable Securities is participating, each such Holder will furnish to URI in writing such information with respect to such Holder as URI reasonably requests for use in connection with any such registration statement, each Selling Holder agreesor any prospectus or preliminary prospectus contained therein, severally but not jointlyor any amendment or supplement thereto, and agrees to indemnify, to indemnify and hold harmless the Companyextent permitted by law, URI, its officers, directors, agents, employees, attorneys, representatives directors and affiliates officers and each Person, if any, person who controls the Company or such other indemnified Person URI (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) against all Losses any losses, claims, damages, liabilities and expenses caused by, resulting from or relating to (i) by any untrue statement or alleged untrue statement of a material fact contained in the any such registration statement, or any prospectus or preliminary prospectus contained therein, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in any information with respect to such information so furnished in writing Holder provided by such Selling Holder expressly for use thereinin the preparation of such registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable anything to the Company for amounts contrary in excess this Agreement, in no event shall any indemnification provided hereunder by the Holder(s) of Registrable Securities in connection with any registration thereof exceed the net amount of proceeds received by such Selling Holder Holder(s) in the offering giving rise to connection with such liabilityregistration.

Indemnification by Holders of Registrable Securities. In ---------------------------------------------------- connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, severally but not jointlysuch holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will indemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement, each Selling Each Holder agreesof Registrable Securities shall, severally but and not jointly, to indemnify and hold harmless the CompanyBuyer, its directors, officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, Person who controls the Company or such other indemnified Person Buyer (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses caused byLosses, resulting from as incurred, to the extent arising out of or relating to (i) based solely upon: any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, any Prospectus, or in any amendment theretoor supplement thereto or in any preliminary prospectus, or the arising out of or relating to any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon in the case of any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment Prospectus or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made) not misleading to the extent, not misleading, but, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder of Registrable Securities to the Buyer expressly for use thereininclusion in such Registration Statement or such Prospectus. Notwithstanding In no event shall the foregoing, no Selling liability of a selling Holder shall of Registrable Securities be liable to greater in amount than the Company for amounts in excess dollar amount of the proceeds (net of all expenses paid by such Holder of Registrable Securities in connection with any claim relating to this Section 6.5 and the amount of any damages such Holder of Registrable Securities has otherwise been required to pay by reason of such untrue statement or omission) received by such Selling Holder of Registrable Securities upon the sale of the Registrable Securities included in the offering Registration Statement giving rise to such liabilityindemnification obligations.

Indemnification by Holders of Registrable Securities. In connection with any registration statement, each Selling Each Holder agrees, severally but and not jointly, to indemnify and hold harmless the Company, Parent and its respective directors and officers, directors, agents, employees, attorneys, representatives and affiliates and each Personperson, if any, who controls the Company or such other indemnified Person Parent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) or any other Holder, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary was made in order to make the statements therein, reliance upon and in the light of the circumstances under which they were made, not misleading, but, in each case, only conformity with information furnished to the extent that such untrue statement or omission is caused by and contained in such information so furnished Parent in writing by such Selling Holder. In no event shall the liability of any selling Holder expressly for use therein. Notwithstanding of Registrable Securities hereunder be greater in amount than the foregoing, no Selling Holder shall be liable to the Company for amounts in excess dollar amount of the net amount proceeds received by such Selling Holder in upon the offering sale of the Registrable Securities pursuant to the Registration Statement giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement, each Selling Each Holder agrees, severally but and not jointly, to indemnify and hold harmless to the fullest extent permitted by applicable law the Company, and each of its officers, directorsemployees, Affiliates, trustees and agents, employees, attorneys, representatives and affiliates and each Person, if any, Person who controls the Company or such other indemnified Person within the meaning of Section 15 the 1933 Act, against any Losses, insofar as such Losses (or actions in respect thereof) arise out of the Securities Act or Section 20 of the Exchange Act against all Losses caused by, resulting from or relating to (i) are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementRegistration Statement, Prospectus (including any preliminary Prospectus), or any amendment thereof or supplement thereto, or the arise out of or are based upon any omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the case of the Prospectus in the light of the circumstances under which they were made, not misleading, but, in each case, only to if the extent that such untrue statement or omission is caused by was made in reliance upon and contained in such conformity with information so furnished in writing to the Company by such Selling the Holder expressly for use thereintherein as set forth on Exhibit A hereto. Notwithstanding the foregoing, no Selling Holder Each Holder’s indemnification obligations hereunder shall be liable several and not joint and shall be limited to the Company for amounts in excess amount of the net amount gross proceeds actually received by such Selling each Holder in the offering from sales of Registrable Securities giving rise to such liabilitythis obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement, each Selling preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder agreesis participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally but and not jointly, without limitation as to time, indemnify and hold harmless the Company, its officersmembers, managers, directors, agentsofficers, agents and employees, attorneys, representatives and affiliates and each Person, if any, who controls controlling person of the Company and the members, managers, directors, officers, agents or employees of such other indemnified Person within controlling persons, to the meaning fullest extent lawful, from and against any and all Losses, as incurred, arising out of Section 15 of the Securities Act or Section 20 of the Exchange Act against all Losses caused by, resulting from or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) based upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectussuch Registration Statement, any preliminary prospectus prospectus, Prospectus or any prospectus (form of prospectus, or any amendment or supplement thereto) , or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading to the extent, but, in each case, but only to the extent extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is caused by and contained in such or omitted from any information so furnished in writing by such Selling Holder to the Company expressly for use thereinin any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. Notwithstanding In no event shall the foregoing, no Selling liability of any selling Holder shall be liable to the Company for amounts greater in excess of the net amount received by than such Selling Holder in the offering giving rise to such liabilityHolder's Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, such holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will severally but not jointlyindemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration Statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses and underwriter’s discounts and commissions) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liability.indemnification obligation. (c)

Indemnification by Holders of Registrable Securities. In ---------------------------------------------------- connection with any registration statement filed pursuant to this Agreement to effect a registration, each holder participating in such registration statement agrees to (and, as a condition precedent to the filing of such registration statement, the Company may require an undertaking satisfactory to it from each Selling Holder agrees, severally but not jointlysuch participating holder and from any prospective underwriter therefor agreeing to) indemnify, to indemnify the fullest extent permitted by law, the Company and hold harmless the Company, its officers, directors, agents, employees, attorneys, representatives directors and affiliates agents and each Person, if any, person who controls (within the meaning of the 0000 Xxx) the Company or such other indemnified Person within the meaning agents against any losses, claims, damages, liabilities and expenses (as incurred or suffered and including, but not limited to, any and all expenses incurred in investigating, preparing or defending any litigation or proceeding, whether commenced or threatened, or any claim whatsoever) and which arise out of Section 15 of the Securities Act or Section 20 of the Exchange Act against all Losses caused by, resulting from or relating to (i) are based upon any untrue statement or alleged untrue statement of a material fact contained in the such registration statement, statement or any amendment thereto, or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon by any untrue statement or alleged untrue statement of a material fact contained included in any Issuer Free Writing Prospectus, any prospectus or preliminary or summary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in any information or affidavit with respect to such information holder so furnished in writing by such Selling Holder expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable holder or its representatives to the Company specifically for amounts inclusion in excess such registration statement or prospectus. In no event shall the liability of any holder of Registrable Securities participating in a registration exceed the net amount aggregate proceeds received by such Selling Holder in holder from the offering giving rise to such liabilitysale of the Registrable Securities included therein.

Indemnification by Holders of Registrable Securities. In connection with any registration statementRegistration Statement in which a holder of Registrable Securities is participating, each Selling Holder agrees, severally but not jointlysuch holder of Registrable Securities will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration statement or Prospectus and will indemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its directors and officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses caused by, resulting from arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statementany Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such Selling Holder holder to the Company expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to in such Registration statement or Prospectus and was relied upon by the Company for amounts in excess the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses) received by such Selling Holder in holder upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statementstatement in which a Holder is participating, each Selling such Holder agrees, severally but not jointlywill furnish to the Company in writing such information as the Company reasonably requests for use in connection with any registration statement or prospectus and will indemnify, to indemnify and hold harmless the fullest extent permitted by law, the Company, its officers, directors, agents, agents and employees, attorneys, representatives and affiliates and each Person, if any, person who controls the Company or such other indemnified Person (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and the officers, directors, agents and em- ployees of any such controlling person, from and against all Losses caused byLosses, resulting from as incurred, arising out of or relating to (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the any registration statement, prospectus or form of prospectus or in any amendment theretoor supplement thereto or in any preliminary prospectus, or the arising out of or based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, butto the extent, in each case, but only to the extent extent, that any such untrue statement or omission is caused by and contained in such any information so furnished in writing to the Company by such Selling Holder expressly for use therein. Notwithstanding the foregoing, no Selling Holder shall be liable to therein and was relied upon by the Company for amounts in excess the preparation thereof. In no event will the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net amount of payment of all expenses) received by such Selling Holder in upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligations.

Indemnification by Holders of Registrable Securities. In connection ---------------------------------------------------- with any Registration Statement, Prospectus or any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Issuer in writing such information as the Issuer reasonably request for use in connection with any registration statementRegistration Statement, each Selling Holder agreesProspectus or any amendment or supplement thereto, severally but not jointlyor any preliminary prospectus and shall, without limitation as to time, indemnify and hold harmless the CompanyIssuer, its officersrespective members, managers, directors, agentsofficers, agents and employees, attorneys, representatives and affiliates and each Person, if any, who controls the Company or such other indemnified Person Issuer (within the meaning of Section 15 of the Securities Act or and Section 20 20(a) of the Exchange Act Act), and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against all Losses caused by, resulting from arising out of or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) based upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing ProspectusRegistration Statement, any preliminary prospectus Prospectus or any prospectus (or in any amendment or supplement thereto) thereto or the in any preliminary prospectus, or any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading to the extent, but, in each case, but only to the extent extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is caused by and contained in such or omitted from any information so furnished in writing by such Selling Holder to the Issuer expressly for use therein. Notwithstanding In no event shall the foregoing, no Selling liability of any selling Holder shall be liable to greater in amount than the Company for amounts in excess dollar amount of the proceeds (net amount of payment of all expenses) received by such Selling Holder in upon the offering sale of the Registrable Securities giving rise to such liabilityindemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement, each Selling Each Holder agrees, severally but not jointly, whose Registrable Securities are included in a Registration Statement pursuant to the provisions of this Section 6 will indemnify and hold harmless the Company, Company and its officers, directors, employees, partners, stockholders, agents, employeesrepresentatives, attorneys, representatives and affiliates and each Person, if any, any Person who controls the Company or such other indemnified Person any of its subsidiaries or Affiliates (within the meaning of Section 15 of the Securities Act) (each, a Company Indemnified Person), from and against, and will reimburse such Company Indemnified Person with respect to, any and all Indemnifiable Costs and Expenses to which the Company or such Company Indemnified Person may become subject under the Securities Act or Section 20 otherwise and which arise out of the Exchange Act against all Losses caused by, resulting or result from or relating to (i) any untrue statement or alleged untrue statement of a any material fact contained in the registration statementsuch Registration Statement, any Prospectus contained therein or any amendment or supplement thereto, or any amendment thereto, omission or the omission or alleged omission therefrom of a to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, but, in each casecase to the extent, but only to the extent extent, that such untrue statement or omission is caused by or alleged untrue statement or alleged omission was so made solely in reliance upon and contained in such substantial conformity with written information so furnished in writing by such Selling Holder expressly specifically for use therein. Notwithstanding in the foregoingpreparation thereof; provided, no Selling however, that the liability of any Holder pursuant to this subsection (ii) shall be liable limited to the Company for amounts in excess of an amount not to exceed the net amount proceeds received by such Selling Holder in pursuant to the offering giving Registration Statement which gives rise to such liabilityobligation to indemnify.