Common use of Indemnification by the Sellers Clause in Contracts

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4) 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 statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3, that the Registration StatementCompany shall have received an undertaking satisfactory to it from the prospective seller of such 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 2.42.5(a)) the Company, each director of the Company, each officer of the Company its directors and officers and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesIn the event of any registration ------------------------------ of Registrable Securities under the Securities Act pursuant to this Section 13, and any other each seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4section 13.7) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesThe Fund or any Holders, and any other as the case may be, named in the Registration Statement as a prospective seller of Registrable Securities must agreeSecurities, as a condition to including any Registrable Securities in the Registration Statement, severally and not jointly do hereby agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.42.7) 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 statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Company may require, as a ------------------------------ condition to including any Registrable Securities in any registration statement filed pursuant to Section 3.3, that the Registration StatementCompany shall have received an undertaking satisfactory to it from each of the prospective sellers 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 2.43.7(a)) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other Personperson, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary final 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 Purchaser or other 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, provided that the liability of each such -------- seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. This 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 controlling person and shall survive the transfer of such securities by the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3, that the Registration StatementCompany shall have received an undertaking satisfactory to it from the prospective seller of such 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 2.42.6(a)) the Company, each director of the Company, each officer of the Company its directors and officers and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesIn the event of any ------------------------------ registration of Registrable Securities under the Securities Act pursuant to this Article 9, and any other each seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.49.6) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesIn the event of any ------------------------------ registration of Registrable Securities under the Securities Act pursuant to this Section 9, and any other each seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4section 9.7) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agree, as As a condition to including any Registrable Securities in any registration statement, the Registration StatementCompany shall have received an undertaking satisfactory to it from the prospective seller of such 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 2.41.5) the Company, and each manager or director of the Company, each officer of the Company and each other Person, if any, Person who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesIn the event of any ------------------------------ registration of Registrable Securities under the Securities Act pursuant to this Article 7, and any other each seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.47.5) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesIn the event of any registration ------------------------------ of Registrable Securities under the Securities Act pursuant to this section 13, and any other each seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4section 13.7) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Parent may require, as a condition to including any Registrable Securities Note Shares in any registration statement filed pursuant to section 10.1, that the Registration StatementParent shall have received an undertaking satisfactory to it from the prospective seller of such Note Shares, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4section 10.2) the CompanyParent, each director of the CompanyParent, each officer of the Company Parent and each other Personperson, if any, who controls the Company Parent within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Parent by such Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company Parent or any such director, officer or controlling person and shall survive the transfer of such securities by the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.4 above, that the Registration StatementCompany shall have received an undertaking reasonably 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 (aSection 2.7(a) of this Section 2.4above) the Company, each director of the Companydirector, each officer officer, representative and agent of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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, representative, agent, or controlling person Person and shall survive the transfer of such securities by the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Company may require, as a ------------------------------ condition to including any Registrable Securities in any registration statement filed pursuant to section 4.3, that it shall have received an undertaking satisfactory to it from the Registration Statementprospective 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 2.4section 4.7.1) the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls is a Controlling Person with respect to the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement which information contained any untrue statement of any material fact or omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. This 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 controlling person Controlling Person and shall survive the transfer of such securities by the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any --------------------------------- other seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4) 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 statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesIn the event of any registration ------------------------------ of Registrable Securities under the Securities Act pursuant to this Article 7, and any other each seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.47.5) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesIn the event of any ------------------------------ registration of Registrable Securities under the Securities Act pursuant to this Section 9, and any other each seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4section 9.5) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Company may require, as a condition to including any Registrable Securities in any registration statement, that the Registration StatementCompany 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 2.42.6) 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 statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agree, as As a condition to including any Registrable Securities in any registration statement, the Registration StatementCompany shall have received an undertaking satisfactory to it from the prospective seller of such 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 2.42.7) the Company, and 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 statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Company may require, as a condition to including any Registrable Securities Warrant Shares in any registration statement filed pursuant to section 13.1, that the Registration StatementCompany shall have received an undertaking satisfactory to it from the prospective seller of such Warrant Shares, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4section 13.2) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agree, as As a condition to including any Registrable Securities in any registration statement, the Registration Statement, Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities to indemnify and hold harmless harm less (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.42.7) the Company, and 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 statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesIn the event of any registration ------------------------------ of Registrable Securities under the Securities Act pursuant to this Section 9, and any other each seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4section 9.6) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3, that the Registration StatementCompany shall have received an undertaking satisfactory to it from the prospective seller of such 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 2.42.6(a)) the Company, each director of the Company, each officer of the Company its directors and officers and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesThe Company may require, and any other seller of Registrable Securities must agree, ------------------------------ as a condition to including any Registrable Securities Warrant Shares in any registration statement filed pursuant to section 13.1, that the Registration StatementCompany shall have received an undertaking satisfactory to it from the prospective seller of such Warrant Shares, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4section 13.2) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3, that the Registration StatementCompany shall have received an undertaking satisfactory to it from the prospective seller of such 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 2.42.6(a)) the Company, each director of the Company, each officer of the Company its directors and officers and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other 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 maximum amount of liability in respect of indemnification pursuant to this Section 2.6(b) shall be limited in the case of any selling securityholder to an amount equal to the net proceeds actually received by such securityholder from the sale of such security pursuant to such registration. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesIn the event of any registration of ------------------------------ Registrable Securities under the Securities Act pursuant to this Article 9, and any other each seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.49.6) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesIn the event of any registration ------------------------------ of Registrable Securities under the Securities Act pursuant to this Section 9, and any other each seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to will (severally and --------- not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.49.5) ----------- 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Parent may require, as a condition to ------------------------------------- including any Registrable Securities Note Shares in any registration statement filed pursuant to section 10.1, that the Registration StatementParent shall have received an undertaking satisfactory to it from the prospective seller of such Note Shares, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4section 10.2) the CompanyParent, each director of the CompanyParent, each officer of the Company Parent and each other Personperson, if any, who controls the Company Parent within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Parent by such Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company Parent or any such director, officer or controlling person and shall survive the transfer of such securities by the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agreesIn the event of any registration ------------------------------ of Registrable Securities under the Securities Act pursuant to this Article 9, and any other each seller of Registrable Securities must agree, as a condition to including any Registrable Securities in the Registration Statement, to will (severally and not jointly) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.49.6) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agree, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.1, 2.2 or 2.3, the Registration StatementCompany shall have received an undertaking from the prospective seller of such Registrable Securities to indemnify, to indemnify defend and hold harmless (in the same manner and to the same extent as set forth in subdivision subsection (a) of this Section 2.42.10) the Company, each director of the Company, each officer officer, employee and agent 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 statement in in, or omission or alleged omission from from, such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or any Blue Sky Filing, 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 Purchaser or other seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller. In no event shall any indemnity paid by any seller to the Company pursuant to this Section 2.10(b) or otherwise exceed the proceeds received by such seller in such offering.

Indemnification by the Sellers. Each Purchaser agrees, and any other seller of Registrable Securities must agreeThe Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Articles II or III, that the Registration StatementCompany shall have received an undertaking satisfactory to it from the prospective seller of 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 2.45.1) 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 respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or 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 fumished to the Company through an instrument duly executed by such Purchaser or other 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, that such Sellers' liability under such indemnification shall be limited to the net sales proceeds actually received by such seller from the sale of the Company's securities pursuant to such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This 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 the Purchaser or other such seller.