Common use of Indemnification by the Purchasers Clause in Contracts

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser’s failure to comply with the prospectus delivery requirements of the Securities Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchase in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application or (2)such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the CompanyCorporation, its directors, officers, employees, stockholders and each person who controls the Company Corporation (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and reasonable expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or final prospectus contained therein, or form of prospectus or any omission amendment or alleged supplement thereof or any omission of a material fact required to be stated in the Registration Statement Statement, any preliminary prospectus or Prospectus final prospectus contained therein, or preliminary Prospectus form of prospectus or any amendment or supplement thereto thereof or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretotherein, in light of the circumstances under which they were made) , not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged is, and such omission is not, contained in any information furnished in writing by such Purchaser to the Company Corporation specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement theretoProspectus. In no event shall the The liability of any Purchaser for indemnification under this Section 6(b) in its capacity as a Purchaser be greater in amount than seller of Registrable Securities shall not exceed the dollar amount lesser of (i) that proportion of the proceeds (net total of all expense paid such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such Registration Statement held by such Purchaser in connection with any claim relating to this Section 2.6 Purchaser, and (ii) the amount equal to the net proceeds to such Purchaser of the securities sold in any such registration; provided that no Holder shall be required to indemnify any person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any damages such Purchaser has otherwise been person to deliver a prospectus as required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationAct.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretonot misleading, in light of the circumstances under in which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 2 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each In connection with any registration statement pursuant to which a Purchaser agreessold or offered for sale Registrable Securities, severally but not jointly, the Purchaser agrees to (i) indemnify and hold harmlessharmless the Company and its officers, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders representatives, underwriter and agents and each control person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damagesdamages or liabilities to which the Company may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to the Purchaser, any officer, director, partner, employee, representative, underwriter or agent or control person, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, not misleading in light of the circumstances under in which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained was made in any reliance upon and in conformity with written information furnished in writing by such Purchaser to the Company specifically by the Purchaser or its officers, directors, partners, employees representatives, or agents expressly for inclusion use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such Registration Statement action or Prospectus or amendment or supplement thereto. In claim as such expenses are incurred; provided that in no event shall any indemnity under this subsection exceed the liability of a Purchaser be greater in amount than the dollar amount of the gross proceeds (net of all expense paid by from such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) offering received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationPurchaser.

Indemnification by the Purchasers. Each Purchaser agreesPurchaser, severally but and not jointly, to will indemnify and hold harmlessharmless the Seller, to the fullest extent permitted by law, the Company, each of its directors, officers, employees, stockholders each of its officers who sign the Shelf Registration Statement and each person person, if any, who controls the Company (Seller within the meaning of the Securities Act) , against any losses, claims, damages, liabilities and expense or expenses to which the Seller, each of its directors, each of its officers who sign the Shelf Registration Statement or controlling person may become subject, under the Act, the Exchange Act, or any other federal or state statutory law or regulation insofar as such losses, claims, damages, liabilities or expenses (including reasonable attorney feesor actions in respect thereof as contemplated below) resulting from arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, the Resale Prospectus, or any amendment or supplement to the Shelf Registration Statement or the Resale Prospectus, or the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained was made in the Shelf Registration Statement, the Resale Prospectus, or any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event , in reliance upon and in conformity with written information furnished to the Seller by or on behalf of such Purchaser expressly for use therein; provided, however, that such Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which such Purchaser has delivered to the liability of Seller in writing a Purchaser be greater in amount than correction at least five Business Days before the dollar amount occurrence of the proceeds (net of all expense paid by transaction from which such loss was incurred, and such Purchaser will reimburse the Seller, each of its directors, each of its officers who signed the Shelf Registration Statement or controlling person for any legal and other expense reasonably incurred by the Seller, each of its directors, each of its officers who signed the Shelf Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any claim relating such loss, claim, damage, liability, expense or action for which such person is entitled to be indemnified in accordance with this Section 2.6 and 15(d). Notwithstanding anything to the contrary contained herein, each Purchaser shall be liable under this Section 15(d) for only that amount of any damages as does not exceed the net proceeds to such Purchaser has otherwise been required to pay by reason as a result of such untrue statement or omission) received by such Purchaser upon the sale of Registrable Units pursuant to the Registrable Securities included in the Shelf Registration Statement giving rise to such indemnification obligationStatement.

Indemnification by the Purchasers. Each Purchaser agrees, shall severally but and not jointly, to jointly indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors, each of its officers, employeeslegal counsel and accountants for the Company, stockholders and each person (if any) who controls the Company (within the meaning of the Securities Act and any underwriter (as defined in the Act) for the Company, against any losses, claims, damages, liabilities and expense Losses to which the Company or any other such indemnified person may become subject under the Act or any rule or regulation thereunder or otherwise to the extent that such Losses (including reasonable attorney feesi) resulting from are caused solely by any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement), or contained, on the Effective Date thereof, in any Registration Statement of which such Purchaser’s Registrable Securities were the subject, the prospectus contained therein, any amendment or supplement thereto, or (ii) arise out of or are based solely upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained was made in any strict reliance upon and in strict conformity with information furnished in writing by such Purchaser to the Company specifically by such Purchaser, in writing, expressly for inclusion in such the Registration Statement or Prospectus or amendment or supplement thereto. In no event shall Statement; provided, however, that the aggregate liability of a any Purchaser shall not be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationobligation and provided, however, that this indemnity shall not apply if the Losses are the result of fraud, bad faith, gross negligence or willful misconduct of the Company. This indemnity shall not apply to amounts paid in settlement of any such Loss or related Action if such settlement is effected without the consent of such Purchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its the Guarantors, their respective directors, officers, employees, stockholders stockholders, shareholders and each person who controls the Company or a Guarantor (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained made in conformity with any information furnished in writing by such Purchaser to the Company and the Guarantors specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In Except to the extent that any such losses, claims, damages, liabilities or expenses are finally judicially determined to have resulted from a Purchaser’s fraud, in no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the such Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, as a consequence of the inclusion of any of its Registrable Securities in a Registration Statement, severally but and not jointly, to (i) indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directorsdirectors (including any person who, officerswith his or her consent, employeesis named in the Registration Statement as a director nominee of the Company), stockholders its officers who sign the Registration Statement and each person Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damagesdamages or liabilities to which the Company or such other Persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or any Prospectus or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) , in the case of the Prospectus), not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained was made in any reliance upon and in conformity with written information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser holder expressly for use therein, and (ii) reimburse the Company for any reasonable legal or other expenses incurred by the Company in connection with investigating or defending any such action or claim relating to this Section 2.6 and the amount of any damages as such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationexpenses are incurred.

Indemnification by the Purchasers. Each Purchaser agreesPurchaser, severally but not jointlyfor any Registration Statement in which it is named as a selling stockholder, agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, damages or liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement theretothereto and has not been corrected in a subsequent writing prior to the sale of the Registrable Securities thereunder; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of such Purchaser. In no event shall the liability of a any Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the a Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretonot misleading, in light of the circumstances under in which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense expenses paid by such Purchaser in connection with any claim relating to this Section 2.6 3 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the a Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser who is named in a Registration Statement as a selling stockholder agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement theretothereto and has not been corrected in a subsequent writing prior to the sale of the Registrable Securities thereunder; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of such Purchaser. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretonot misleading, in light of the circumstances under in which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 3 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser’s failure to comply with the prospectus delivery requirements of the 1933 Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchase in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application or (2) such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Exhibit A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to shall indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directors, officers, agents and employees, stockholders and each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange 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, as incurred, to the extent arising out of or to the extent based upon: (x) against the Purchaser's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any omission form of prospectus, or alleged in any amendment or supplement thereto or otherwise included in the Disclosure Package, or to the extent arising out of or to the extent based upon any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent that that, (1) such untrue statement statements or alleged untrue statement or omission or alleged omission is contained in any omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities (it being understood that such Purchaser has approved Annex B hereto for this purpose), or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by such Purchaser of an outdated or defective Prospectus after the Company specifically for inclusion has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Registration Statement Purchaser of the Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or amendment or supplement theretoomission giving rise to such Loss would have been corrected. In no event shall the liability of a any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser’s failure to comply with the prospectus delivery requirements of the Securities Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application or (2) such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.

Indemnification by the Purchasers. Each Purchaser of the Purchasers agrees, severally but and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person Person who controls the Company (within the meaning of the Securities Act1000 Xxx) against any losses, claims, damages, liabilities and expense expenses (including reasonable attorney fees) resulting from directly attributable to (i) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information regarding such Purchaser and furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that such Prospectus is outdated or defective or (iii) such Purchaser’s failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required (and not exempted) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities. In no event shall the liability of a Purchaser the Purchasers be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser the Purchasers upon the sale of the Registrable Securities included in the such Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointlyjointly with any other Purchaser, to indemnify indemnify, defend and hold harmless, to the fullest extent permitted by law, the CompanyCompany and its officers, its directors, officerspartners, employeesmanagers, stockholders representatives, brokers, equity holders, principals, managers, portfolio managers, trustees, predecessors, subsidiaries, attorneys, advisors, investment advisers, members, employees and agents, successors and assigns, and each person other person, if any, who controls the Company (such Purchaser or any Affiliate thereof within the meaning of the Securities Act) Act and each of their respective Affiliates, to the fullest extent permitted by applicable law, against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) all Losses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained made in reliance upon or in conformity with any information furnished in writing by such Purchaser to the Company specifically for inclusion use in such Registration Statement or Prospectus or amendment or supplement theretothereto and such information was reviewed and approved in writing by such Purchaser expressly for use in such Registration Statement or Prospectus (it being understood that the Purchaser has approved Annex A hereto for this purpose). In no event shall the aggregate liability of a Purchaser under this Section 2.6 be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim and all claims and obligations relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationobligations.

Indemnification by the Purchasers. Each Purchaser agreesPurchaser, severally but and --------------------------------- not jointly, to shall indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directors, its officers, employeeseach underwriter of the Registrable Securities and/or Individual Registrable Securities, stockholders and each controlling person who controls the Company (within the meaning of any of the Securities Act) foregoing, against any all claims, losses, claimsjudgments, damages, damages and liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from arising out of or based on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular, or other document relating to the Registrable Securities and/or Individual Registrable Securities (or in any related registration statement) or any omission (or alleged omission of omission) to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in not misleading or the case failure of such Purchaser to deliver a copy of the prospectus, offering circular, or any Prospectus amendments or form of prospectus or supplement supplements thereto, and will reimburse the Company and each such director, officer or controlling person for any legal or any other expenses reasonably incurred in light of the circumstances under which they were made) not misleadingconnection with investigating or defending any such claim, to the extentloss, but only damage, liability or action; provided, however, -------- ------- that no Purchaser will be liable in any such case except to the extent that any such untrue statement claim, loss, damage or alleged liability arises out of any untrue statement or omission or alleged omission is contained based upon and in any conformity with written information furnished in writing by such Purchaser to the Company by or on behalf of such Purchaser and stated to be specifically for inclusion use therein; provided, further, that in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a any indemnity by any -------- ------- Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection under this subsection 10(b), together with any claim relating to this Section 2.6 and amount payable under subsection 10(d), exceed the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) net proceeds from the offering received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationPurchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser's failure to comply with the prospectus delivery requirements of the Securities Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchase in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application or (2)such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, agents, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense expenses (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the any Registration Statement or Prospectus or preliminary Prospectus or any amendment or supplement thereto to any of the foregoing or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) foregoing not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In Except to the extent that any such losses, claims, damages, liabilities or expenses are finally judicially determined to have resulted from a Purchaser’s fraud or willful misconduct, in no event shall the liability of a such Purchaser pursuant to this Section 4.7(b) be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the such Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) any untrue statement (or alleged untrue statement statement) or omission (or alleged omission) of a any material fact or contained in any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or Statement, any preliminary Prospectus or Final Prospectus, or any amendment or supplement thereto or necessary to make thereof and will reimburse the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleadingCompany, to the extent, but only to the extent that such untrue statement of material fact or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Final Prospectus, as applicable, or Prospectus or amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 2(c)(ii) or Section 3(g), to the extent related to the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the such Registration Statement or Final Prospectus, as applicable, giving rise to such indemnification obligation. The indemnity contained in this Section 6(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if settlement is effected without the prior written consent of such Purchaser (which consent shall not unreasonably be withheld).

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to The Purchasers will indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors, directors and officers, employees, stockholders and each person person, if any, who controls the Company (within the meaning of Section 15 of the Securities ActAct or Section 20(a) of the Exchange Act from and against any expenses (including reasonable costs of defense and investigation and all reasonable attorneys fees) to which the Company, and director or officer of the Company and each person, if any, who controls the Company may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expense expenses (including reasonable attorney feesor actions in respect thereof) resulting from arise out of or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or any (ii) the omission or alleged omission of to state in the Registration Statement or any Prospectus a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such extent, the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission is contained was made in any reliance upon, and in conformity with, written information furnished in writing by such Purchaser the Purchasers to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise or Prospectus, and the Purchasers will reimburse the Company and each such director, officer or controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by the Company or the other person in investigating, defending against, or preparing to defend against any such indemnification obligationclaim, action, suit or proceeding.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to The Purchasers shall indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors, officerseach of its officers who has signed a Registration Statement, employeeslegal counsel and accountants for the Company, stockholders and each person (if any) who controls the Company (within the meaning of the Securities Act and any underwriter (as defined in the Act) for the Company, against any losses, claims, damages, liabilities and expense Losses to which the Company or any other such indemnified person may become subject under the Act or any rule or regulation thereunder or otherwise to the extent that such Losses (including reasonable attorney feesor related actions) resulting from (i) are caused solely by any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement), or contained, on the Effective Date thereof, in any Registration Statement of which such Purchaser's Registrable Securities were the subject, the prospectus contained therein, any amendment or supplement thereto, or (ii) arise out of or are based solely upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained was made in any reliance upon and in conformity with information furnished in writing by such Purchaser to the Company specifically by the respective Purchaser, in writing, expressly for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall any of the foregoing documents; provided, however, that the aggregate liability of a any Purchaser shall not be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. This indemnity shall not apply to amounts paid in settlement of any such Loss or related Action if such settlement is effected without the consent of such Purchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to shall indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directors, officers, agents and employees, stockholders and each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange 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, as incurred, to the extent arising out of or to the extent based upon: (x) against the Purchaser's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any omission form of prospectus, or alleged in any amendment or supplement thereto or otherwise included in the Disclosure Package, or to the extent arising out of or to the extent based upon any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent that that, (1) such untrue statement statements or alleged untrue statement or omission or alleged omission is contained in any omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities (it being understood that such Purchaser has approved ANNEX B hereto for this purpose), or (2) in the case of an occurrence of an event of the type specified in SECTION 3(C)(II)-(VI), the use by such Purchaser of an outdated or defective Prospectus after the Company specifically for inclusion has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Registration Statement Purchaser of the Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or amendment or supplement theretoomission giving rise to such Loss would have been corrected. In no event shall the liability of a any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each In connection with any registration pursuant to the terms of this Agreement, each Purchaser will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement(s) or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement Statement(s) of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement Statement(s) or Prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements Statement(s)s therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement Statement(s) or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement Statement(s) or Prospectus or amendment or supplement thereto. In no event shall the liability of a an Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 6 and the amount of any damages such Purchaser holder has otherwise been required to pay by reason of such untrue statement Statement(s) or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement Statement(s) giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, harmless (i) the Company, its (ii) each Controlling Person of the Company and (iii) the respective officers, directors, officers, employees, stockholders representatives and each person who controls agents of the Company or any such Controlling Person (within the meaning of the Securities Actany such Person referred to in clause (i), (ii) or (iii), a “Company Indemnified Person”) against any losses, claims, damagesdamages or liabilities, joint or several, to which such Company Indemnified Person may become subject, under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained was made in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement Offering Memorandum, or Prospectus or any amendment or supplement thereto. In no event shall , in reliance upon and in conformity with written information furnished to the Company by such Purchaser expressly for use therein; and will reimburse the Company Indemnified Persons for any legal and other expenses reasonably incurred by the Company Indemnified Persons in connection with investigating or defending any such actions or claims as such expenses are incurred; provided, however, that the liability of a any Purchaser be greater in amount than pursuant to this clause 14.2(b) shall not exceed the dollar amount of the net proceeds (net of all expense paid by that such Purchaser receives in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included Notes or Exchange Notes pursuant to the Offering in the Registration Statement giving rise which such Offering Memorandum was delivered. The indemnity agreement set forth in this Section 14.2(b) shall be in addition to such indemnification obligationany liabilities that each Purchaser may otherwise have.

Indemnification by the Purchasers. Each In connection with any registration pursuant to the terms of this Agreement, each Purchaser will furnish to the Company in writing such information as the Company reasonably requests concerning the holders of Registrable Securities or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, any Free Writing Prospectus, or any amendment or supplement thereto or any omission or alleged omission of to state a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any preliminary Prospectus or form of prospectus final Prospectus or supplement theretoFree Writing Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement Statement, preliminary Prospectus or final Prospectus, Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the a Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretonot misleading, in light of the circumstances under in which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 3 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the a Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not and jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders shareholders and each person Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, judgments, amounts paid in settlement, liabilities and expense expenses (including including, without limitation, reasonable attorney attorneys’ fees) resulting from or which arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged statement or omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, and (ii) any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement, and will reimburse the Company, and its directors, officers, employees, shareholders or controlling Persons for any legal and other expenses reasonably incurred as such expenses are reasonably incurred by such Person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense expenses paid by such Purchaser in connection with any claim relating to this Section 2.6 6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each Purchaser agrees, will severally but and not jointly, to jointly indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors, officers, employees, stockholders each of its officers who signed the Registration Statement and each person person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act) , against any losses, claims, damages, liabilities and expense or expenses, joint or several, to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including reasonable attorney feesin settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) resulting from insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained was made in the Registration Statement, the Prospectus, or any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event , in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the liability of Purchaser has delivered to the Company in writing a Purchaser be greater in amount than correction before the dollar amount occurrence of the proceeds (net transaction from which such loss was incurred, and the Company was able to correct such untrue or alleged untrue statement or omission or alleged omission prior to the occurrence of all the transaction from which such loss was incurred and such correction actually prevented such loss and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense paid reasonably incurred by such Purchaser the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.loss, claim, damage, liability, expense or

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser’s failure to comply with the prospectus delivery requirements of the 1933 Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchase in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application or (2) such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Exhibit A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 5 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to The Purchasers shall indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors, officerseach of its officers who has signed a Registration Statement, employeeslegal counsel and accountants for the Company, stockholders and each person (if any) who controls the Company (within the meaning of the Securities Act and any underwriter (as defined in the Act) for the Company, against any losses, claims, damages, liabilities and expense Losses to which the Company or any other such indemnified person may become subject under the Act or any rule or regulation thereunder or otherwise to the extent that such Losses (including reasonable attorney feesor related actions) resulting from (i) are caused solely by any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement), or contained, on the Effective Date thereof, in any Registration Statement of which such Purchaser’s Registrable Securities were the subject, the prospectus contained therein, any amendment or supplement thereto, or (ii) arise out of or are based solely upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained was made in any reliance upon and in conformity with information furnished in writing by such Purchaser to the Company specifically by the respective Purchaser, in writing, expressly for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall any of the foregoing documents; provided, however, that the aggregate liability of a any Purchaser shall not be greater in amount than the dollar amount of the net proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. This indemnity shall not apply to amounts paid in settlement of any such Loss or related Action if such settlement is effected without the consent of such Purchaser.

Indemnification by the Purchasers. Each Purchaser agreesHolder, severally but not jointly, to shall indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directors, officers, agents and employees, stockholders and each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any lossesand all Losses, claimsas incurred, damages, liabilities and expense (including reasonable attorney fees) resulting from arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or amended, if applicable, or arising out of or relating to any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that (i) such untrue statement or alleged untrue statement or omission or alleged omission is contained in or omitted from any information so furnished in writing by such Purchaser Holder to the Company specifically for inclusion in such the Registration Statement or such Prospectus, and (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or amendment such form of prospectus or, to the extent that such information relates to such Holder or supplement thereto. In no event shall the liability such Holder’s proposed method of a Purchaser be greater distribution of Registrable Securities, was reviewed and expressly approved in amount than the dollar amount of the proceeds (net of all expense paid writing by such Purchaser Holder expressly for use in connection with any claim relating the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, no Holder shall be liable under this Section 2.6 and 6(b) for any amount that exceeds the amount net proceeds to such Holder as a result of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by the Purchasers. Each Purchaser agrees, severally but and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, harmless (i) the Company, its (ii) each Controlling Person of the Company and (iii) the respective officers, directors, officers, employees, stockholders representatives and each person who controls agents of the Company or any such Controlling Person (within the meaning of the Securities Actany such Person referred to in clause (i), (ii) or (iii), a “Company Indemnified Person”) against any losses, claims, damagesdamages or liabilities, joint or several, to which such Company Indemnified Person may become subject, under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained was made in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement Offering Memorandum, or Prospectus or any amendment or supplement thereto. In no event shall , in reliance upon and in conformity with written information furnished to the Company by such Purchaser expressly for use therein; and will reimburse the Company Indemnified Persons for any legal and other expenses reasonably incurred by the Company Indemnified Persons in connection with investigating or defending any such actions or claims as such expenses are incurred; provided, however, that the liability of a any Purchaser be greater in amount than pursuant to this clause 13.2(b) shall not exceed the dollar amount of the net proceeds (net of all expense paid by that such Purchaser receives in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included Notes or Exchange Notes pursuant to the Offering in the Registration Statement giving rise which such Offering Memorandum was delivered. The indemnity agreement set forth in this Section 13.2(b) shall be in addition to such indemnification obligationany liabilities that each Purchaser may otherwise have.

Indemnification by the Purchasers. Each Purchaser agrees, --------------------------------- severally but and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, harmless (i) the Company, its (ii) each Controlling Person of the Company and (iii) the respective officers, directors, officers, employees, stockholders representatives and each person who controls agents of the Company or any such Controlling Person (within the meaning of the Securities Actany such Person referred to in clause (i), (ii) or (iii), a "Company Indemnified Person") against any losses, claims, damagesdamages or -------------------------- liabilities, joint or several, to which such Company Indemnified Person may become subject, under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities and expense (including reasonable attorney feesor actions in respect thereof) resulting from arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained was made in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement Offering Memorandum, or Prospectus or any amendment or supplement thereto. In no event shall , in reliance upon and in conformity with written information furnished to the Company by such Purchaser expressly for use therein; and will reimburse the Company Indemnified Persons -104- for any legal and other expenses reasonably incurred by the Company Indemnified Persons in connection with investigating or defending any such actions or claims as such expenses are incurred; provided, however, that the liability of a any Purchaser be greater in amount than pursuant to this clause 15.2(b) shall not exceed the dollar amount of the net proceeds (net of all expense paid by that such Purchaser receives in connection with any claim relating to this Section 2.6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included or Exchange Notes pursuant to the Offering in the Registration Statement giving rise which such Offering Memorandum was delivered. The indemnity agreement set forth in this Section 15.2(b) shall be in addition to such indemnification obligationany liabilities that each Purchaser may otherwise have.

Indemnification by the Purchasers. Each Purchaser agreeswill indemnify, severally but not jointly, to indemnify defend and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors, each of its executive officers, employeesincluding such officers who sign the Registration Statement, stockholders and each person person, if any, who controls the Company (within the meaning of the Securities Act) , against any lossesLosses to which the Company, claimseach of its directors, damageseach of its executive officers, liabilities including such officers who sign the Registration Statement, or such controlling person may become subject, as incurred, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation insofar as such Losses arise out of or are based upon (i) any failure on the part of the Purchaser to comply with the covenants and expense agreements contained in Section 3.5 or 6.3 of this Agreement respecting the sale of the Registrable Securities or (including reasonable attorney feesii) resulting from any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission or alleged omission of to state therein a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement omission was made in the Registration Statement, the Prospectus, or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall , in reliance upon and in conformity with written information furnished to the liability of a Purchaser be greater in amount than the dollar amount Company by or on behalf of the proceeds Purchaser expressly for use therein (net of all expense paid by such Purchaser including without limitation the information set forth in connection with any claim relating to this Section 2.6 and the Registration Questionnaire). The amount of any damages payment by a Purchaser under this Section 6 in respect of any Losses resulting from or arising out of any indemnification or contribution claim shall in no event exceed the net proceeds to such Purchaser has otherwise been required to pay by reason as a result of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in Shares and the Warrant Shares pursuant to the Registration Statement giving rise to such indemnification obligationStatement.

Indemnification by the Purchasers. Each Purchaser In connection with any registration pursuant to the terms of this Agreement, the Purchasers will furnish to the Company in writing such information as the Company reasonably requests concerning the Warrant Shares or the proposed manner of distribution for use in connection with the Registration Statement or prospectus and agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus prospectus or preliminary Prospectus prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser the Purchasers to the Company specifically for inclusion in such the Registration Statement or Prospectus prospectus or amendment or supplement thereto. In no event shall the liability aggregate liabilities of a Purchaser the Purchasers pursuant to this Section 7 be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 the Purchasers and the amount of any damages such Purchaser holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser the Purchasers upon the sale of the Registrable Securities Warrant Shares included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchasers. Each In connection with any registration statement in which a Purchaser agreesis participating, severally but not jointly, each such Purchaser shall furnish to indemnify the Company in writing such information as is reasonably requested by the Company for use in any such registration statement or prospectus and hold harmlessshall indemnify, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders managing directors and officers and each person person, if any, who controls the Company (within the meaning of the Securities Act) Act of the jurisdiction selected by the Company for any registration under this Article 6, against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement registration statement or Prospectus or preliminary Prospectus or prospectus of any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent that such losses, claims, damages, liabilities or expenses are caused by an untrue statement or alleged untrue statement contained in or by an omission or alleged omission is contained in any from information so furnished in writing by such Purchaser in connection with the Demand Registration; provided that no such Purchaser shall be liable under this Section 6.8 for any amounts exceeding the product of (i) the offering price per share of Registrable Securities pursuant to the Company specifically for inclusion registration statement in which such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall Purchaser is participating, multiplied by (ii) the liability number of a Purchaser be greater in amount than the dollar amount shares of the proceeds (net of all expense paid Registrable Securities being sold by such Purchaser in connection with pursuant to such registration statement. If the offering pursuant to any claim relating to this Section 2.6 and the amount of any damages such registration is made through underwriters, each such Purchaser has otherwise been required agrees to pay enter into an underwriting agreement in customary form with such underwriters and to indemnify such underwriters, their officers and directors, if any, and each person who controls such underwriters within the meaning of the Securities Act of the jurisdiction selected by reason of such untrue statement or omission) received the Company for any registration under this Article 6 to the same extent as hereinabove provided with respect to indemnification by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationCompany.

Indemnification by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Purchaser’s failure to comply with the prospectus delivery requirements of the 1933 Act; (ii) the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchase in writing that the Prospectus is outdated or defective; or (iii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application or (2)such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 2.6 6 and the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Purchaser.