Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. Parent agrees to indemnify and hold harmless each Registering Stockholder holding Registrable Securities covered by a registration statement, its officers, directors, partners, members, owners, legal counsel and accountants and each Person, if any, who controls such Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to Parent by such Stockholder or on such Stockholder’s behalf expressly for use therein, provided that the foregoing indemnity with respect to any preliminary prospectus or prospectus shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting such Damages at or prior to the written confirmation of the sale of the Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.05.

Indemnification by Parent. Parent agrees to will indemnify and hold harmless each Registering Stockholder holding Registrable Securities covered by a registration statementSeller, its officers, such Seller’s directors, partners, members, owners, legal counsel officers and accountants partners and each other Person, if any, who controls such Stockholder Seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and (“Seller Indemnified Parties”), against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several, and expenses to which the Parent Indemnified Parties, or any of them, may become subject, insofar as such losses, claims, damages or liabilities (including reasonable or actions or proceedings in respect thereof) or expenses arise out of investigation and reasonable attorneys’ fees and expensesor are based upon (x) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a any material fact contained in the Parent Registration Statement, any registration statement preliminary, final or summary prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) included therein, or any preliminary prospectusamendment or supplement thereto, or caused by or relating to (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as and Parent will reimburse such Damages are caused Parent Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or related defending such loss, claim, liability, action or proceeding; provided, that Parent shall not be liable to any Seller, such untrue statement Seller’s directors, officers or omission partners or alleged untrue statement any Person, if any, who controls such Seller within the meaning of the Securities Act or omission so made based upon information furnished in writing to Parent by such Stockholder or on such Stockholder’s behalf expressly for use therein, provided that the foregoing indemnity with respect to any preliminary prospectus or prospectus shall not apply Exchange Act to the extent that any Damages result from the fact that a current copy of the prospectus such loss, claim, damage, liability (or such amended action or supplemented proceeding in respect thereof) or expense arises out of or is based upon (i) any actual or alleged untrue statement in or any actual or alleged omission from, the Parent Registration Statement or amendment or supplement thereto or any preliminary, final or summary prospectus, as in reliance upon and in conformity with written information furnished by or on behalf of such Seller to Parent specifically for use in the case may bepreparation thereof, (ii) any actual or alleged untrue statement of a material fact or any actual or alleged omission of a material fact required to be stated in any preliminary prospectus if such Seller sells Registered Shares to a Person to whom there was not sent or given to the Person asserting such Damages given, at or prior to the written confirmation of the sale of the Registrable Securities to such Personsale, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the final prospectus (or such of the final prospectus as then amended or supplemented supplemented, whichever is most recent, if Parent had previously furnished copies thereof to such Seller or its representatives and such final prospectus, as then amended or supplemented, corrected any such misstatement or omission or (iii) the case may beuse of any preliminary, final or summary prospectus by or on behalf of such Seller after Parent has notified such Seller, in accordance with Section 2.1(iv), and that such current copy prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein, in the light of the prospectus (or such amended or supplemented prospectuscircumstances under which they were made, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.05not misleading.

Indemnification by Parent. Parent agrees to indemnify and hold harmless each Registering Stockholder holding Registrable Securities covered by a registration statementHolder, its partners, officers, directors, partnersemployees, membersadvisors, ownersrepresentatives and agents, legal counsel and accountants and each Person, if any, who controls such Stockholder Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act, against any and all losses, liabilities, claims, damages, liabilities damages and expenses (including reasonable expenses of investigation and including, without limitation, reasonable attorneys’ fees and expensesexpenses and reasonable costs of investigation), to which the Holders or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, liabilities, claims, damages and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) (“Damages”) caused by arise out of or relating to are based upon any untrue statement or alleged untrue statement of a any material fact contained in any the registration statement or prospectus relating to the under which such Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or were registered and sold under the Securities Act, any preliminary prospectus, final prospectus or caused by summary prospectus contained therein, or relating to any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Damages are caused misleading or any violation of the Securities Act or state securities laws or rules thereunder by or related Parent relating to any action or inaction by Parent in connection with such registration; provided, however, that Parent shall not be liable in any such case to the extent that any such loss, liability, claim, damage (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information about a Holder which is furnished to Parent by such Holder specifically for use in such registration statement; and provided, further, that Parent shall not be liable to the Holder or any other Person who controls such Holder within the meaning of the Securities Act or the Exchange Act in any such case to the extent that any such loss, liability, claim, damage (or action or proceeding in respect thereof) or expense arises out of such Person’s failure to send or give a copy of the final prospectus or supplement to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to Parent by such Stockholder or on such Stockholder’s behalf expressly for use therein, provided that the foregoing indemnity with respect to any preliminary prospectus or prospectus shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting such Damages at or prior to the written confirmation time of the sale of the Registrable Securities to such Person, Person if it is determined that Parent has provided such statement or omission was corrected in such final prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.05supplement.

Indemnification by Parent. Parent agrees to will indemnify and hold harmless harmless, to the extent permitted by law, each Registering Stockholder holding each holder of Registrable Securities covered by a registration statementand, its officersif applicable, directorsthe officers and directors of the holder, partners, members, owners, legal counsel and accountants and each Person, if any, Person who controls such Stockholder the holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) from and against any and all action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, injunction, judgment, order, decree, ruling, damage, dues, penalty, fines, costs, amounts paid in settlement, liabilities, obligations, losses, claimsexpenses and fees, damages, liabilities including court costs and attorneys' fees and expenses (including reasonable expenses collectively, "Losses") that the holder and, if applicable, the officers and directors of investigation the holder, and reasonable attorneys’ fees each Person who controls the holder may suffer through and expenses) (“Damages”) after the date of the claim for indemnification caused by or relating to arising out of any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any Registration Statement, prospectus, preliminary prospectus, or caused by other related filing with the SEC or relating to any other federal or state governmental agency, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages the same are caused by or related to contained in any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to Parent by such Stockholder or on such Stockholder’s behalf any holder of Registrable Securities expressly for use therein, provided that the foregoing indemnity therein or by any holder's failure to comply with respect any legal requirement applicable to any preliminary prospectus or prospectus shall such holder and not apply contractually assumed by Parent to the extent that any Damages result from the fact that deliver a current copy of the Registration Statement or prospectus (or such amended any amendments or supplemented prospectus, as supplements thereto after Parent has furnished the case may be) was not sent or given to the Person asserting such Damages at or prior to the written confirmation holder with a sufficient number of copies of the sale of same. In connection with an underwritten offering, Parent shall indemnify the Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securitiesunderwriters, their officers and directors directors, and each Person who controls such the underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) to the same basis as that of the indemnification of the Stockholders provided in this Section 2.05extent customary.

Indemnification by Parent. Parent agrees and Surviving Company shall jointly and severally indemnify, to indemnify the full extent permitted by law, each Shareholder and hold harmless each Registering Stockholder holding Registrable Securities covered by a registration statement, its officers, directors, partners, members, owners, legal counsel directors and accountants constituent partners and each Person, if any, person who controls such Stockholder Shareholder (within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and Act) against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses or actions in respect thereof) arising out of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement statement, prospectus or preliminary prospectus relating to the Registrable Securities (as amended registration of such Shareholder's Parent Shares or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages the same are caused by or related to made in conformity with any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to Parent by such Stockholder or on behalf of such Stockholder’s behalf Shareholder or other indemnified person expressly for use therein, provided that the foregoing indemnity with respect therein or caused by such Shareholder's failure to any preliminary prospectus or prospectus shall not apply to the extent that any Damages result from the fact that deliver a current copy of the registration statement or prospectus (or any amendments or supplements thereto after Parent has furnished such amended Shareholder with a sufficient number of copies of the same or supplemented prospectus, as by the case may be) was not sent or given breach by any indemnified person of any of its obligations under this Section 10.1. Subject to the Person asserting such Damages at or prior to the written confirmation provisions of the sale of the Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may beSection 10.1(f), Parent will reimburse each Shareholder and its officers, directors, constituent partners and controlling persons for any reasonable legal and other expenses as incurred in connection with investigating or defending any such current copy of losses, claims, damages, liabilities, expenses or actions for which such person is entitled to indemnification hereunder. In connection with an underwritten offering, Parent will indemnify the prospectus (or such amended or supplemented prospectusunderwriters and their officers, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securitiesdirectors, their officers and directors constituent partners and each Person person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act on substantially Act) to the same basis extent as that of provided above with respect to the indemnification of the Stockholders provided in this Section 2.05Shareholders.

Indemnification by Parent. Parent agrees to indemnify and hold harmless to the fullest extent permitted by law each Registering Stockholder holding Company Common Shareholder, Company Preferred Shareholder, Founder, each other Registrable Securities covered by a registration statementSecurityholder, its each of the foregoing’s respective officers, employees, affiliates, directors, partners, members, ownersattorneys and agents, legal counsel and accountants and each Personperson, if any, who controls such Stockholder a Company Common Shareholder, Company Preferred Shareholder, Founder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (each, a “Registrable Securityholder Indemnified Party”), from and against any and all expenses, losses, judgments, claims, damages, liabilities and expenses (including reasonable expenses or actions, whether joint or several, arising out of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any registration statement or prospectus relating to Registration Statement under which the sale of such Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or was registered under the Securities Act, any preliminary prospectus, final prospectus or caused by summary prospectus contained in the Registration Statement, or relating any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as or any violation or alleged violation by Parent of the Securities Act, the Exchange Act or other applicable federal, state, “blue sky” or common law or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such Damages are caused Registration. Parent shall promptly reimburse the Registrable Securityholders Indemnified Party for any legal and any other expenses reasonably incurred by such Registrable Securityholders Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or related action; provided, however, that Parent will not be liable to any Registrable Securityholder Indemnified Party in any such case to the extent that any such expense, loss, judgment, claim, damage, liability or action arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged untrue statement omission made in any such Registration Statement, any preliminary prospectus, final prospectus, or omission so made based summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing to Parent writing, by such Stockholder or on such Stockholder’s behalf Registrable Securityholder Indemnified Party expressly for use therein, provided that the foregoing indemnity with respect to any preliminary prospectus or prospectus shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting such Damages at or prior to the written confirmation of the sale of the Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to shall indemnify any underwriters Underwriter of the Registrable Securities, their officers officers, affiliates, directors, partners, members and directors agents and each Person person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Underwriter on substantially the same basis as that of the indemnification of the Stockholders provided above in this Section 2.057.1.

Indemnification by Parent. In the event of any registration of any Registrable Securities of Parent agrees to under the Securities Act, Parent will indemnify and hold harmless the Stockholder, each Registering Stockholder holding Registrable Securities covered by a registration statement, its officers, directors, partners, members, owners, legal counsel and accountants other Person who participates as an underwriter in the offering or sale of such securities and each Person, if any, other Person who controls any such Stockholder underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Stockholder or any such underwriter or controlling person may become subject under the Securities Act or Section 20 of the Exchange Act from and against any and all otherwise, insofar as such losses, claims, damagesdamages or liabilities (or actions or proceedings, liabilities and expenses (including reasonable expenses whether commenced or threatened, in respect thereof) arise out of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to are based upon any untrue statement or alleged untrue statement of a any material fact contained in any the registration statement or prospectus relating to the under which such Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or were registered under the Securities Act, any preliminary prospectus, final prospectus or caused by summary prospectus contained therein, or relating to any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as and Parent will reimburse the Stockholder and each such Damages are caused underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or related to defending any such loss, claim, liability, action or proceedings; PROVIDED that Parent shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged untrue statement omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or omission so made based supplement in reliance upon and in conformity with written information furnished in writing to Parent by such the Stockholder or on such Stockholder’s behalf expressly for use thereinin the preparation thereof, provided (ii) the use of any prospectus after such time as the obligation of Parent to keep the same effective and current has expired, or (iii) the use of any prospectus after such time as Parent has advised the Stockholder that the foregoing indemnity with respect filing of a post-effective amendment or supplement thereto is required, except such prospectus as so amended or supplemented, and PROVIDED FURTHER that Parent shall not be liable to any preliminary prospectus Person who participates as an underwriter in the offering or prospectus shall not apply sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act in any such case to the extent that any Damages result from such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of the fact that matters described in (i), (ii) or (iii) above or such Person's failure to send or give a current copy of the final prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given supplement to the Person Persons asserting such Damages an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person, Person if it is determined that Parent has provided such statement or omission was corrected in such final prospectus to or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholder or any such Stockholder underwriter or controlling person and it was shall survive the responsibility transfer of such Stockholder to provide such Person with a current copy of securities by the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.05Stockholder.

Indemnification by Parent. Parent agrees to indemnify and hold harmless each Registering Stockholder holding Holder of Registrable Securities covered by a registration statementto be included in any Registration Statement, its officersthe officers and directors of each such Person, directors, partners, members, owners, legal counsel and accountants and each Person, if any, who controls any such Stockholder Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Participant"), from and against any and all losses, claims, damages, damages and liabilities and expenses (including the reasonable legal fees and other reasonable expenses of actually incurred in connection with any suit, action, proceeding, investigation and reasonable attorneys’ fees and expenses) (“Damages”or any claim asserted or threatened) caused by by, arising out of or relating to based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement or prospectus relating to the Registrable Securities Prospectus (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectuscaused by, arising out of or caused by or relating to based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Damages losses, claims, damages or liabilities are caused by any untrue statement or related omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Participant furnished to Parent in writing by or on behalf of such Participant expressly for use therein; provided, however, that Parent shall not be liable if such untrue statement or omission or alleged untrue statement or omission so was contained or made based upon information furnished in writing to Parent by such Stockholder or on such Stockholder’s behalf expressly for use therein, provided that the foregoing indemnity with respect to any preliminary prospectus and corrected in the Prospectus or prospectus shall any amendment or supplement thereto and the Prospectus does not apply to the extent that contain any Damages result from the other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by the Participants resulted from any action, claim or suit by any Person who purchased Registrable Securities that are the subject thereof from such Participant and it is established in the related proceeding that such Participant had been provided with such Prospectus and failed to deliver or provide a current copy of the prospectus Prospectus (or such as amended or supplemented prospectus, as the case may besupplemented) was not sent or given to the such Person asserting such Damages at with or prior to the written confirmation of the sale of the such Registrable Securities sold to such Person, if it is determined that Parent has provided Person unless such prospectus failure to such Stockholder and it was the responsibility of such Stockholder to deliver or provide such Person with a current copy of the prospectus Prospectus (or such as amended or supplemented prospectus, as the case may be), and such current copy supplemented) was a result of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. noncompliance by Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in with this Section 2.05Agreement.

Indemnification by Parent. Parent agrees to indemnify and hold harmless to the fullest extent permitted by law each Registering Stockholder holding Securityholder whose Registrable Securities are covered by a registration statementthe Shelf Registration Statement, its officers, directors, partners, members, owners, legal counsel and accountants directors and each Person, if any, who controls such Stockholder Securityholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities liabilities, and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or any registration statement or prospectus relating to the such Registrable Securities (as amended or supplemented if Parent shall have timely furnished any amendments or supplements thereto) or any preliminary to such prospectus), or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages losses, claims, damages, liabilities or expenses are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to Parent by such Stockholder Securityholder or on such Stockholder’s Securityholder's behalf in either such case expressly for use therein; provided, provided that the foregoing indemnity with respect to any preliminary prospectus untrue statement or prospectus omission or alleged untrue statement or omission made in any prospectus, the indemnity agreement contained in this paragraph shall not apply to the extent that any Damages result such loss, claim, damage, liability or expense results from (a) the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person, Person if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder Securityholder or its agents to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. loss, claim, damage, liability or expense, (b) the use of any prospectus by or on behalf of any Securityholder after Parent also agrees has notified such Person (i) pursuant to indemnify any underwriters Section 3.01(e) that such prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) pursuant to Section 3.01(c) that a stop order has been issued by the SEC with respect to the Shelf Registration Statement or (iii) pursuant to Section 2.03 that a Disadvantageous Condition exists or (c) the use of any prospectus by or on behalf of any Securityholder with respect to any Registrable Securities, their officers and directors and each Person who controls Securities after such underwriters within time as Parent's obligation to keep the meaning Shelf Registration Statement effective in respect of Section 15 of the such Registration Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.05has expired.

Indemnification by Parent. In the event of any registration of any securities of Parent agrees to under the Securities Act in which Stockholder is a selling stockholder, Parent shall, and hereby does, indemnify and hold harmless harmless, in the case of any registration statement filed pursuant to this Section 7, Stockholder and his agents and Affiliates and, to the extent required by any underwriting agreement entered into by Parent, each Registering Stockholder holding Registrable Securities covered by a other person or entity who participates as an underwriter in the registration statement, its officers, directors, partners, members, owners, legal counsel and accountants statement and each Person, if any, other person or entity who controls any such Stockholder underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act, against any and all losses, claims, damagesdamages or liabilities insofar as such losses, claims, damages or liabilities and expenses (including reasonable expenses whether arising in connection with any actions or proceedings, whether commenced or threatened, in respect thereof) arise out of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to are based upon any untrue statement or alleged untrue statement of a material any fact contained in any registration statement or prospectus relating to under which such securities were registered under the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or Act, any preliminary prospectus, final prospectus or caused by summary prospectus contained therein, or relating to any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as and Parent shall reimburse Stockholder and each such Damages are caused agent or Affiliate and, to the extent required by an underwriting agreement entered into by Parent, any underwriter and controlling person for any legal or related any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding described in this clause (a); provided that, Parent shall be required to reimburse fees and expenses with respect to more than one firm of attorneys (in addition to any local counsel) for all of the indemnified parties only to the extent that any of the indemnified parties shall have differing interests from any other indemnified party; and, provided, further, that Parent shall not be liable in any such case to the extent that: (i) any such loss, claim, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement omission made in such registration statement, any such preliminary prospectus, summary prospectus, amendment or omission so made based supplement in reliance upon and in conformity with written information furnished in writing to Parent by such Stockholder or on behalf of Stockholder specifically stating that it is for inclusion in such Stockholder’s behalf expressly for use thereinregistration statement, provided that the foregoing indemnity preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, (ii) with respect to any preliminary prospectus or prospectus shall not apply (if such prospectus has then been amended or supplemented) to the extent that any Damages result from the fact that a current copy of the prospectus such loss, claim, damage, liability (or such amended action or supplemented prospectus, as the case may beproceeding in respect thereof) or expense arises out of or is based upon a sale of Registrable Securities to a person or entity to whom there was not sent or given to the Person asserting such Damages given, at or prior to the written confirmation of the sale of the Registrable Securities to such Personsale, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such of the prospectus as then amended or supplemented supplemented) if Parent has previously furnished copies thereof to Stockholder a reasonable time in advance and the loss, claim, damage, liability or expense of Stockholder results from an untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in the preliminary prospectus (or the prospectus, as the case may be), and such current copy of ) which was corrected in the prospectus (or such the prospectus as amended or supplemented prospectussupplemented), as or (iii) to the case may beextent that any such loss, claim, damage, liability or expense arises out of or is based upon any action or failure to act by Stockholder that is found in a final judicial determination (or a settlement tantamount thereto) would have cured to constitute bad faith, willful misconduct or gross negligence on the defect giving rise to part of Stockholder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Stockholder or any such Damages. Parent also agrees to indemnify any underwriters director, officer, agent or Affiliate or controlling person and shall survive the transfer of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.05securities by Stockholder.

Indemnification by Parent. Parent agrees to indemnify and hold harmless each Registering Stockholder holding Registrable Securities covered by a registration statementthe Investor, its and the Investor’s officers, employees, affiliates, directors, partners, members, ownersattorneys and agents, legal counsel and accountants and each Person, if any, who controls such Stockholder the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (each, an “Investor Indemnified Party”), from and against any and all expenses, losses, judgments, claims, damagesdamages or liabilities, liabilities and expenses (including reasonable expenses whether joint or several, arising out of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Registration Statement under which the sale of such Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or was registered under the Securities Act, any preliminary prospectus, final prospectus or caused by summary prospectus contained in the Registration Statement, or relating any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused or any violation by Parent of the Securities Act or related any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Stockholder Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or on action; provided, however, that Parent will not be liable in any such Stockholder’s behalf expressly for use therein, provided that the foregoing indemnity with respect to any preliminary prospectus or prospectus shall not apply case to the extent that any Damages result from the fact that a current copy such expense, loss, claim, damage or liability arises out of the prospectus (or is based upon any untrue statement or omission made in such amended or supplemented Registration Statement, preliminary prospectus, as the case may be) was not sent or given to the Person asserting such Damages at or prior to the written confirmation of the sale of the Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented final prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented summary prospectus, as the case may be) would have cured the defect giving rise or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, by such Damagesselling holder expressly for use therein. Parent also agrees to shall indemnify any underwriters Underwriter of the Registrable Securities, their officers officers, affiliates, directors, partners, members and directors agents and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Underwriter on substantially the same basis as that of the indemnification of the Stockholders provided above in this Section 2.054.1.

Indemnification by Parent. Parent agrees to indemnify and hold harmless each Registering Stockholder holding Registrable Securities covered by a registration statement, its officers, directors, partners, members, owners, legal counsel and accountants and each Person, if any, who controls such Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Holders from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) , joint or several, to which Holders may become subject, under the Securities Act or otherwise, caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement or prospectus relating to the Registrable Securities (as amended any Prospectus or supplemented if Parent shall have furnished any amendments amendment or supplements thereto) supplement thereto or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, except HOWEVER, that Parent will not be liable insofar as such Damages losses, claims, damages or liabilities are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based solely upon information furnished in writing to Parent by such Stockholder or on such Stockholder’s behalf Holders expressly for use therein; FURTHER PROVIDED, provided HOWEVER, that the foregoing indemnity with respect to any untrue statement in or omission from any preliminary prospectus or prospectus shall not apply inure to the extent that benefit of the Holder from whom the person asserting any Damages result from such losses, claims, damages or liabilities purchased the fact that Registrable Securities if a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was Prospectus had not been sent or given to the Person asserting such Damages person at or prior to the written confirmation of the sale of the such Registrable Securities to such Person, person if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of required by the Securities Act and the untrue statement or Section 20 omission of a material fact contained in such preliminary prospectus was corrected in the Exchange Act on substantially Prospectus and such Prospectus was distributed to the same basis as that Holder prior to such sale of the indemnification of the Stockholders provided in this Section 2.05Registrable Securities.

Indemnification by Parent. After the Effective Time, and for a period of six (6) years after the Effective Time, Parent agrees to shall indemnify and hold harmless each Registering Stockholder holding Registrable Securities covered by person serving as a registration statement, its officers, directors, partners, members, owners, legal counsel and accountants director of the Company and each Person, if any, who controls such Stockholder within the meaning of Section 15 person serving as an officer of the Securities Act Company with respect to actions taken or Section 20 omitted to be taken prior to the Effective Time, to the extent such person is entitled to indemnification under the Certificate of Incorporation and Bylaws of the Exchange Act Company as in effect immediately prior to the Effective Time, except as limited by Delaware law. Each party entitled to indemnification under this Section 6.3 (the “Director Indemnified Party”) shall give notice to Parent promptly after such Director Indemnified Party has actual knowledge of any claim as to which indemnification may be sought, and Parent shall, upon written notice given reasonably promptly following receipt of notice from the Director Indemnified Party of such claim, be entitled to assume the defense thereof at its expense with counsel chosen by Parent and against reasonably satisfactory to the Director Indemnified Party; provided that the Director Indemnified Party may participate in such defense at such party’s expense; and provided further that if counsel reasonably determines that its representation of both Parent and the Director Indemnified Party would present such counsel with a conflict of interest or if Parent fails to assume the defense of such claim, the Director Indemnified Party may employ separate counsel to represent and defend it in any such action and all losses, claims, damages, liabilities and expenses (including Parent shall pay the reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating disbursements of such counsel. Parent shall not be required to any untrue statement or alleged untrue statement pay the reasonable fees and disbursements of a material fact contained more than one separate law firm in any registration statement jurisdiction in any single action or prospectus relating proceeding. The failure of any Director Indemnified Party to the Registrable Securities (give notice as amended or supplemented if provided herein shall not relieve Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to Parent by such Stockholder or on such Stockholder’s behalf expressly for use thereinof its obligations under this Section 6.3, provided that if such failure materially increases the foregoing indemnity amount of indemnification that Parent is obligated to pay under this Section 6.3, the amount of indemnification which the Director Indemnified Party shall be entitled to receive shall be reduced to an amount which the Director Indemnified Person would have been entitled to receive had such notice been timely given. Parent, in the defense of any such claim or litigation, shall not, except with the consent of each Director Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to such Director Indemnified Party of a release from all liability in respect to any preliminary prospectus such claim or prospectus shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting such Damages at or prior to the written confirmation of the sale of the Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.05litigation.

Indemnification by Parent. Parent agrees to will indemnify and hold harmless harmless, to the extent permitted by law, each Registering Stockholder holding holder of Registrable Securities covered by a registration statementand, its officersif applicable, directorsthe officers and directors of the holder, partners, members, owners, legal counsel and accountants and each Person, if any, Person who controls such Stockholder the holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) from and against any and all action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, injunction, judgment, order, decree, ruling, damage, dues, penalty, fines, costs, amounts paid in settlement, liabilities, obligations, losses, claimsexpenses and fees, damages, liabilities including court costs and attorneys' fees and expenses (including reasonable expenses collectively, "Losses") that the holder and, if applicable, the officers and directors of investigation the holder, and reasonable attorneys’ fees each Person who controls the holder may suffer through and expenses) (“Damages”) after the date of the claim for indemnification caused by or relating to arising out of any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any Registration Statement, prospectus, preliminary prospectus, or caused by other related filing with the SEC or relating to any other federal or state governmental agency, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages the same are caused by or related to contained in any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to Parent by such Stockholder or on such Stockholder’s behalf any holder of Registrable Securities expressly for use therein, provided that the foregoing indemnity therein or by any holder's failure to comply with respect any legal requirement applicable to any preliminary prospectus or prospectus shall such holder and not apply contractually assumed by Parent to the extent that any Damages result from the fact that deliver a current copy of the Registration Statement or prospectus (or such amended any amendments or supplemented prospectus, as supplements thereto after Parent has furnished the case may be) was not sent or given to the Person asserting such Damages at or prior to the written confirmation holder with a sufficient number of copies of the sale of same. In connection with an underwritten offering, Parent shall indemnify the Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securitiesunderwriters, their officers and directors directors, and each Person who controls such the underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) to the same basis as that of the indemnification of the Stockholders provided in this Section 2.05extent customary.

Indemnification by Parent. Parent agrees to indemnify and hold harmless each Registering Stockholder holding Holder of Registrable Securities covered by a registration statementto be included in any Registration Statement, its the officers, directors, partnerspartners and members of each such Person, members, owners, legal counsel and accountants and each Person, if any, who controls any such Stockholder Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Participant”), from and against any and all losses, claims, damages, damages and liabilities and expenses (including the reasonable legal fees and other reasonable expenses of actually incurred in connection with any suit, action, proceeding, investigation and reasonable attorneys’ fees and expenses) (“Damages”or any claim asserted or threatened) caused by by, arising out of or relating to based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement or prospectus relating to the Registrable Securities Prospectus (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectuscaused by, arising out of or caused by or relating to based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Damages losses, claims, damages or liabilities are caused by any untrue statement or related omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Participant furnished to Parent in writing by or on behalf of such Participant expressly for use therein; provided, however, that Parent shall not be liable if such untrue statement or omission or alleged untrue statement or omission so was contained or made based upon information furnished in writing to Parent by such Stockholder or on such Stockholder’s behalf expressly for use therein, provided that the foregoing indemnity with respect to any preliminary prospectus and corrected in the Prospectus or prospectus shall any amendment or supplement thereto and the Prospectus does not apply to the extent that contain any Damages result from the other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by the Participants resulted from any action, claim or suit by any Person who purchased Registrable Securities that are the subject thereof from such Participant and it is established in the related proceeding that such Participant had been provided with such Prospectus and failed to deliver or provide a current copy of the prospectus Prospectus (or such as amended or supplemented prospectus, as the case may besupplemented) was not sent or given to the such Person asserting such Damages at with or prior to the written confirmation of the sale of the such Registrable Securities sold to such Person, if it is determined that Parent has provided Person unless such prospectus failure to such Stockholder and it was the responsibility of such Stockholder to deliver or provide such Person with a current copy of the prospectus Prospectus (or such as amended or supplemented prospectus, as the case may be), and such current copy supplemented) was a result of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. noncompliance by Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in with this Section 2.05Agreement.

Indemnification by Parent. Parent agrees to indemnify and hold harmless each Registering Stockholder holding Registrable Securities covered by a registration statementSeller, its officers, directors, partnersemployees, memberspartners and agents, owners, legal counsel and accountants and each Person, if any, who controls such Stockholder Seller within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“DamagesLosses”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectusprospectus or free writing prospectus (as defined in Rule 405 under the 1933 Act), or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages Losses are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to Parent by such Stockholder Seller or on such StockholderSeller’s behalf expressly for use therein, provided that the foregoing indemnity with respect to any preliminary prospectus or prospectus shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting such Damages at or prior to the written confirmation of the sale of the Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act on substantially the same basis as that of the indemnification of the Stockholders Seller provided in this Section 2.05‎Section 4.04. As a condition to including Registrable Securities in any registration statement filed in accordance with ‎Article 4, Parent may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities.

Indemnification by Parent. Parent agrees to shall indemnify and hold harmless each Registering Stockholder holding holder of Registrable Securities covered by a registration statement, included in the Registration Statement and its officers, directors, partnerssuccessors and assigns, members, owners, legal counsel and accountants and each Person, if any, who controls such Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesLosses, obligations, claims, damages, liabilities and expenses Liabilities, contingencies, judgments, fines, penalties, charges, costs (including reasonable expenses of investigation and court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlement or expenses) , joint or several (collectively, “DamagesClaims”) caused reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or relating before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto, to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement Registration Statement, any preliminary prospectus or final prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) contained therein, or any preliminary prospectus, amendment or caused by supplement thereof or relating to any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and shall reimburse such holder of Registrable Securities included in such Registration Statement, except insofar as and each such Damages are caused officer, director, successor or assign and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or related to defending any such Claim or action; provided, however, that Parent shall not be liable in any such case if and to the extent that any such loss, Claim, damage or Liability arises out of or is based upon (A) a breach of representation or warranty made by the Representative in or pursuant to this Agreement or (B) an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission so made based upon in conformity with information furnished by the Representative or any such controlling Person in writing to Parent by such Stockholder or on such Stockholder’s behalf expressly specifically for use therein, provided that the foregoing indemnity with respect to any preliminary prospectus in such Registration Statement or prospectus shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting such Damages at or prior to the written confirmation of the sale of the Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.05.

Indemnification by Parent. To the extent permitted by law, Parent agrees to will indemnify and hold harmless each Registering Stockholder holding Registrable Securities covered by Holder, his heirs, successors and assigns, any underwriter (as defined in the 1933 Xxx) xxr such Holder, any agent of a registration statementHolder or underwriter, its officers, directors, partners, members, owners, legal counsel and accountants and each Personperson, if any, who controls such Stockholder Holder or underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act from and 1934 Act, against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses or actions to which they may become subject under the 1933 Act, the 1934 Act or other federal or state law, arising out of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any registration statement preliminary prospectus (not prohibited by Section 3.3) or final prospectus relating to the Registrable Securities (as amended contained therein or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by arising out of or relating to any based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the context in which made, not misleading; and Parent will reimburse each such Holder, except insofar as his heirs, successors and assigns, underwriter, agent or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Damages are caused by loss, claim, damage, liability, or related action; provided, however, that the indemnification and other rights provided for in this Section 5.3(a) shall not apply (i) to any such loss, claim, damage, liability, or action insofar as it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement omission made in such registration statement, preliminary prospectus or omission so made based final prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to Parent by such Stockholder or on such Stockholder’s behalf expressly for use thereinin connection with such registration by any Holder or (ii) if the person asserting any such loss, provided that claim, damage, liability or action who purchased the foregoing indemnity with respect to any Registrable Securities which are the subject thereof did not receive a copy of an amended preliminary prospectus or prospectus shall not apply to the extent that any Damages result from the fact that a current copy of the final prospectus (or such the final prospectus as amended or supplemented prospectus, as the case may besupplemented) was not sent or given to the Person asserting such Damages at or prior to the written confirmation of the sale of the such Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was person because of the responsibility failure of such Stockholder Holder, agent or underwriter to so provide such Person with amended preliminary or final prospectus and the untrue statement or alleged untrue statement or omission or alleged omission of a current copy of material fact made in such preliminary prospectus was corrected in the amended preliminary prospectus or the final prospectus (or the final prospectus as amended and supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such amended Holder, agent, underwriter or supplemented prospectus, as controlling person and shall survive the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters transfer of the Registrable Securities, their officers and directors and each Person who controls Securities by such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.05Holder.

Indemnification by Parent. Parent agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Registering Stockholder holding Registrable Securities covered by a registration statementHolder, its officers, directors, partners, members, owners, legal counsel and accountants directors and each Person, if any, Person who controls such Stockholder Holder (within the meaning of Section 15 of the Securities Act Act), and any agent or Section 20 of the Exchange Act from and investment adviser thereof, against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expensescosts of investigation) (“Damages”) caused by arising out of or relating to based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement, any amendment or prospectus relating to the Registrable Securities (as amended supplement thereto, any Prospectus or supplemented if Parent shall have furnished any amendments preliminary Prospectus or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages the same arise out of or are caused by or related to based upon any such untrue statement or omission or alleged untrue statement or omission so made based upon information with respect to such Holder furnished in writing to Parent by such Stockholder or on behalf of such Stockholder’s behalf Holder expressly for use therein; provided that, provided in the event that the foregoing Prospectus shall have been amended or supplemented and copies thereof as so amended or supplemented, shall have been furnished to a Holder prior to the confirmation of any sales of Registrable Securities, such indemnity with respect to any preliminary prospectus or prospectus the Prospectus shall not apply inure to the extent that any Damages result from the fact that a current copy benefit of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to Holder if the Person asserting such Damages loss, claim, damage or liability and who purchased the Registrable Securities from such holder did not, at or prior to the written confirmation of the sale of the Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with receive a current copy of the prospectus (or such Prospectus as so amended or supplemented prospectus, and the untrue statement or omission of a material fact contained in the Prospectus was corrected in the Prospectus as the case may be), and such current copy of the prospectus (or such so amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.05supplemented.