Common use of Indemnification by the Sellers Clause in Contracts

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.01 or 2.02, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(a)) the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in such registration statement, preliminary prospectus, final prospectus, amendment or supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall any indemnity or contribution paid by any seller to the Company pursuant to this Section 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities shall agree to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offering.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.01 Paragraph 1 or 2.022, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(aParagraph 7(b)) the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act and each underwriter participating in any distribution being made pursuant to such registration statement, with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretoRegistration Document, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statementRegistration Document. Notwithstanding the foregoing, preliminary prospectusin no event shall any selling stockholder or any director, final prospectusofficer, amendment employee, agent, investment advisor or supplementcontrolling person thereof be liable to indemnify the Company pursuant to this Paragraph 7(b) in an amount in excess of the amount of the net proceeds of the Registrable Securities sold by him, her or it in any such offering. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company or of any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In The Company shall use its best efforts to ensure that no event underwriter shall require any indemnity or contribution paid by any seller to the Company pursuant to this Section 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities to provide any indemnification other than that provided hereinabove in this Paragraph 7(b), and, if, despite the Company’s best efforts, an underwriter requires any holder of Registrable Securities to provide additional indemnification, such holder may elect not to participate in such underwritten offering (but shall agree to indemnify not have any claim against the Company as a result of such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offeringelection).

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.01 or 2.02Registration Statement, that the Company shall have received receive an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision subsection (a) of this Section 2.07(a)6) the Company, each director of the Companyits directors, each officer of the Company its officers, and each other person, if any, Person who controls the Company within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, in or omission or alleged omission from, from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretoRegistration Statement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statementRegistration Statement. The prospective sellers' obligation to indemnify will be several, preliminary prospectusnot joint and several, final prospectusamong such sellers and the liability of each such seller of Registrable Securities shall be in proportion to the net amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement. Notwithstanding the foregoing, amendment or supplementthe liability of any such seller shall not exceed an amount equal to the proceeds realized by each such seller from the sale of Registrable Securities pursuant to such Registration Statement. Such This indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such directorCompany, officer its directors, officers or controlling person Persons, and shall survive the transfer of such securities by such seller. In no event shall any indemnity or contribution paid by any seller to the Company pursuant to this Section 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities shall agree to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within by the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offeringseller thereof.

Indemnification by the Sellers. The Company may require, as As a condition to ------------------------------ including any Registrable Securities in any registration statement filed pursuant to Section 2.01 or 2.02statement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(a)1.5) the Company, and each director of the Companydirector, each officer officer, employee and shareholder of the Company and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, of a material fact contained in or any omission or alleged omission from, to state therein a material fact in any such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liability of such indemnifying party under this -------- ------- Section 1.5(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer officer, employee, shareholder or controlling person and shall survive the transfer of such securities by such seller. In no event shall any indemnity or contribution paid by any seller to the Company pursuant to this Section 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities shall agree to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offering.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.01 or 2.02Registration Statement, that the Company shall have received receive an undertaking satisfactory to it from the prospective seller seller(s) of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(a6(a)) the Company, each director of the Companyits directors, each officer of the Company its officers, and each other person, if any, Person who controls the Company within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, in or omission or alleged omission from, from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretoRegistration Statement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed in writing by such seller specifically stating that it is for use inclusion in the Registration Statement. If applicable, the prospective sellers' obligation to indemnify will be several, not joint and several, among such sellers. In no event shall the liability of any seller hereunder or under any underwriting agreement be greater in amount than net proceeds received by such seller upon the sale of the Registrable Securities (before deducting expenses) giving rise to such indemnification obligation. The Company shall also be entitled to receive indemnities from underwriters, selling brokers, dealer mangers, and similar securities industry professionals participating in the distribution, asset forth in the underwriting agreement governing such registration statement, preliminary prospectus, final prospectus, amendment or supplement. Such This indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such directorCompany, officer its directors, officers or controlling person Persons, and shall survive the transfer of such securities by such seller. In no event shall any indemnity or contribution paid by any seller to the Company pursuant to this Section 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities shall agree to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within by the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offeringseller thereof.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.01 Paragraph 1 or 2.022, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(aParagraph 7(b)) the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act and each underwriter participating in any distribution being made pursuant to such registration statement, with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretoRegistration Document, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statementRegistration Document. Notwithstanding the foregoing, preliminary prospectusin no event shall any selling stockholder or any director, final prospectusofficer, amendment employee, agent, investment advisor or supplementcontrolling person thereof be liable to indemnify the Company pursuant to this Paragraph 7(b) in an amount in excess of the amount of the net proceeds of the Registrable Securities sold by him, her or it in any such offering. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company or of any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In The Company shall use its best efforts to ensure that no event underwriter shall require any indemnity or contribution paid by any seller to the Company pursuant to this Section 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities to provide any indemnification other than that provided hereinabove in this Paragraph 7(b), and, if, despite the Company's best efforts, an underwriter requires any holder of Registrable Securities to provide additional indemnification, such holder may elect not to participate in such underwritten offering (but shall agree not have any claim against the Company as a result of such election) and such election not to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for participate will not count as a selling stockholder in an underwritten public offeringDemand Registration.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.01 or 2.022.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(a)2.6) the Company, each director of the Company, each officer of the Company and Company, each other person, if any, who controls the Company within the meaning of the Securities Act, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, in or omission or alleged omission from, from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall any Notwithstanding the foregoing, the indemnity or contribution paid by any obligation of each seller to the Company of Registrable Securities pursuant to this Section 2.07, or otherwise, exceed 2.6(b) shall be limited to an amount equal to the total proceeds (before deducting underwriting discounts and commissions and expenses) received by such seller from the underwriters for the sale of shares by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities shall agree to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the a registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offeringhereunder.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.01 1 or 2.02, 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective seller sellers of such securities, Registrable Securities to indemnify and hold harmless (harmless, severally, not jointly, in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(a)) 8.1, the Company, each director of the Companyits directors and officers, each officer of the Company any underwriter and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the foregoing Persons with respect to any untrue statement or alleged untrue statement in, in or omission or alleged omission from, from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer officer, any underwriter or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. In no event The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any indemnity such loss, claim, damage, liability, action or contribution paid by any proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The Company and the Stockholders hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company pursuant for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. The indemnity provided by each seller of Registrable Securities under this Section 2.07, or otherwise, exceed 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller in such offering. In from the case of an underwritten offering of Registrable Securities, each holder sale of Registrable Securities shall agree pursuant to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offeringstatement.

Indemnification by the Sellers. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed Registration Statement or any Underwritten Offering pursuant to Section 2.01 or 2.022.1, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesRegistrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(a2.7(a)) the CompanyCompany and its respective directors, each director of the Companyofficers, each officer of the Company partners, members, agents and affiliates and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act, Act with respect to any untrue statement or alleged untrue statement in, in or omission or alleged omission from, from such registration statementRegistration Statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of the net proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall any indemnity or contribution paid by any seller to the Company pursuant to this Section 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities shall agree to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offering.

Indemnification by the Sellers. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.01 or 2.02statement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, Registrable Securities to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(a2.7(a)) the Company, and each director of the Company, each officer of the Company who signs the registration statement and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue statement in, in or omission or alleged omission from, from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall any indemnity or contribution paid by any seller to the Company pursuant to this Section 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities shall agree to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offering.

Indemnification by the Sellers. The Company may require, as a condition to including In the event of any registration of any Registrable Securities in under the Securities Act pursuant hereto, each holder of Registrable Securities covered by any registration statement filed pursuant to Section 2.01 or 2.02hereto will, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securitiesand hereby does, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(a)) the Company, each director of the Company, each officer of the Company and each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with against any losses, claims, damages or liabilities, joint or several, to which the Company, or any director, officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect to thereof), arise out of or are based upon any untrue statement or alleged untrue statement in, or omission or alleged omission from, of any material fact contained in such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of any prospectus in light of the circumstances under which they were made, not misleading, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller specifically stating that it is holder and each such holder of Registrable Securities will reimburse the Company and each director, officer or controlling person for use any legal or other expenses reasonably incurred by them in connection with investigating or defending any such registration statementloss, preliminary prospectusclaim, final prospectusdamage, amendment liability, action or supplementproceeding. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall any indemnity or contribution paid by any seller to the Company pursuant to this Section 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities shall agree to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offeringholder.

Indemnification by the Sellers. The Company may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.01 or 2.02statement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, Registrable Securities to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(a2.7(a)) the Company, Company and each director of the Company, each officer of the Company who signs the registration statement and each other personPerson, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue statement in, of a material fact in or omission or alleged omission from, from such registration statement, any preliminary prospectus, final prospectus or final summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company or any such director, officer or officer, employee, shareholder, controlling person and or other Person. Such indemnity shall survive the transfer of such securities by such seller. In no event shall any indemnity or contribution paid by any seller to the Company pursuant to this Section 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities shall agree to indemnify such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offering.

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.01 or 2.02, that the Company Each Selling Holder shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.07(a6.4(f)(i)) the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act and each underwriter participating in any distribution being made pursuant to such registration statement, with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretoRegistration Document, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statementRegistration Document. Notwithstanding the foregoing, preliminary prospectusunless such limitation on liability or indemnification is prohibited by the Securities Act, final prospectusa Selling Holder or any director, amendment officer, employee, agent, investment advisor or supplementcontrolling person of a Selling Holder shall not be liable to indemnify the Company pursuant to this Section 6.4(f) in an amount in excess of the amount of the net proceeds of the Registrable Securities sold by him, her or it in any such offering. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company or of any such director, officer or controlling person and shall survive the transfer of such securities by such sellerSelling Holder. In The Company shall use its best efforts to ensure that no event underwriter shall require any indemnity or contribution paid by any seller to the Company pursuant to this Section 2.07, or otherwise, exceed the proceeds received by such seller in such offering. In the case of an underwritten offering of Registrable Securities, each holder of Registrable Securities to provide any indemnification other than that provided herein above in this Section 6.4(f), and, if, despite the Company's best efforts, an underwriter requires any holder of Registrable Securities to provide additional indemnification, such holder may elect not to participate in such underwritten offering (but shall agree to indemnify not have any claim against the Company as a result of such underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with respect to information furnished by them for use in the registration statement or prospectus to the extent customary in the circumstances for a selling stockholder in an underwritten public offeringelection).