Common use of Indemnification by the Sellers Clause in Contracts

Indemnification by the Sellers. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) above, that the Issuer 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 subparagraph (i) of this Section 3(f)) the Issuer, each director of the Issuer, each officer of the Issuer and each other Person, if any, who controls the Issuer 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 Issuer 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 indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relates.

Indemnification by the Sellers. The Issuer Company may require, as a ------------------------------ condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) above, 1 or 2 that the Issuer Company shall have received an undertaking reasonably 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 subparagraph (i) of this Section 3(f)) 9.1, the IssuerCompany, each director of the Issuer, each officer of the Issuer its directors and officers and each other Personperson, if any, who controls the Issuer (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the Company 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 Issuer Company 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 Issuer Company or any such director, officer or controlling Person and shall survive the transfer of such securities Registrable Securities by such seller and the termination or expiration of this Warrantseller. The obligations indemnity agreement contained in this Section 9.2 shall not apply to amounts paid in settlement of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgmentliability, expense action or liability relatesproceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 9.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. The Issuer Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Sections 2.1 or Section 3(c) 2.2 above, that the Issuer Company 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 subparagraph (iSection 2.8(a) of this Section 3(f)above) the IssuerCompany, each director of the IssuerCompany, each officer of the Issuer Company and each other Person, if any, who controls the Issuer Company within the meaning of the Securities Act, or any underwriter in the case of an underwriter offering, 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 Issuer Company by such a seller of Registrable Securities in writing or electronically 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 obligation to indemnify shall be several, not joint and several, among such holders of Registrable Securities. The maximum liability of each seller for any such indemnification shall not exceed the amount of proceeds received by such seller from the sale of his/its Registrable Securities. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relatesseller.

Indemnification by the Sellers. The Issuer Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) aboveSections 5.1 or 5.2, that the Issuer Company 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 subparagraph (i) of this Section 3(f)5.6(a) the IssuerCompany's underwriter, the Company, each director of the IssuerCompany, each officer of the Issuer Company and each other Person, if any, who controls the Issuer 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 Issuer 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 that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Securities and the liability of each such seller of Registrable Securities will be in proportion to and limited to the net amount received by such seller from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer Company or any such director, officer or controlling Person person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relatesseller.

Indemnification by the Sellers. The Issuer Partnership may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) 2.01 above, that the Issuer Partnership 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 subparagraph (iSection 2.07(a) of this Section 3(f)above) the IssuerPartnership, the General Partner, each director of the IssuerGeneral Partner, each officer of the Issuer General Partner and each other Person, if any, who controls the Issuer Partnership or the General Partner 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 regarding such seller furnished to the Issuer by such seller (or any representative of such seller) to the Partnership in writing or electronically specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The maximum liability of each seller for any such indemnification shall not exceed the amount of proceeds received by such seller from the sale of his/her/its Registrable Securities. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer Partnership or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relatesseller.

Indemnification by the Sellers. The Issuer Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) 2.3 above, that the Issuer Company 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 subparagraph (ia) of this Section 3(f)section 2.6) the IssuerCompany, each director of the IssuerCompany, each officer of the Issuer Company and each other Person, if any, who controls the Issuer 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 in. reliance upon and in conformity with written information furnished to the Issuer 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 indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller and the termination or expiration of this WarrantAgreement. The obligations of any seller under this subparagraph (iib) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relates.

Indemnification by the Sellers. The Issuer Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to in accordance with Section 3(c) above4 herein, that the Issuer Company shall have received an undertaking reasonably satisfactory to it from the prospective seller sellers of such securitiesRegistrable Securities (except that no such undertaking shall be required to the extent applicable law, charter documents or by-laws forbid such prospective sellers from giving such undertaking) or any underwriter, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subparagraph subsection (ia) of this Section 3(f)5) the IssuerCompany, each director of its directors and officers signing the Issuer, each officer of the Issuer registration statement and each its controlling persons and all other Person, if any, who controls the Issuer within the meaning of the Securities Act, prospective sellers and their respective controlling persons with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectuspreliminary, final prospectus or summary supplemental prospectus contained therein, or any amendment or supplement theretosupplement, 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 Issuer Company through an instrument duly executed by such seller sellers or underwriter specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, or supplemental prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided in no event shall the liability of any selling Holder of Registrable Securities be greater in amount than the amount of proceeds received by such Holder upon such sale. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Issuer Company or any such directorother prospective sellers or any of their respective directors, officer officers or controlling Person Persons and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relatessellers.

Indemnification by the Sellers. The Issuer Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) 2.01 above, that the Issuer Company 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 subparagraph (iSection 2.06(a) of this Section 3(f)above) the IssuerCompany, each director of the IssuerCompany, each officer of the Issuer Company, each other Person who participates in the offering or sale of such securities and each other Person, if any, who controls the Issuer 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 Issuer Company in writing or electronically by such seller of Registrable Securities specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The maximum liability of each seller for any such indemnification shall not exceed the amount of proceeds received by such seller from the sale of his/its Registrable Securities. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer Company or any such director, officer officer, such other Person who participates in the offering or sale of such securities or controlling Person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relatesseller.

Indemnification by the Sellers. The Issuer may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) abovestatement, that the Issuer Company shall have received an undertaking reasonably 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 subparagraph (i) of this Section 3(f2.9(a)) the IssuerCompany, and each director of the IssuerCompany, each officer and director of the Issuer Company and each other Person, if any, who participates as an underwriter in the offering or sale of such securities and their respective directors, officers, partners, agents and affiliates and each other Person, if any, who controls the Issuer Company or any such underwriter 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 Issuer Company 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 2.9(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 Issuer Company or any such director, officer or controlling Person person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relatesseller.

Indemnification by the Sellers. The Issuer Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) 2.01 above, that the Issuer Company 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 subparagraph (iSection 2.06(a) of this Section 3(f)above) the IssuerCompany, each director of the IssuerCompany, each officer of the Issuer Company and each other Person, if any, who controls the Issuer 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 Issuer Company in writing or electronically, by the Holder or reviewed by and expressly approved by such seller Holder, specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementsupplement (it being understood that the Holder has approved Annex A hereto for this purpose). The maximum liability of each seller for any such indemnification shall not exceed the amount of net proceeds received by such seller from the sale of his/its Registrable Securities pursuant to the Registration Statement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relatesseller.

Indemnification by the Sellers. The Issuer may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) abovestatement, that the Issuer Company shall have received an undertaking reasonably 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 subparagraph subdivision (ia) of this Section 3(f)SECTION 2.6) the IssuerCompany, and each director of the IssuerCompany, each officer of the Issuer Company and each other Person, if any, who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Issuer Company or any such underwriter within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any registration statement under which such registration statementsecurities were registered under the Securities Act, any preliminary prospectus, final prospectus or 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 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 Issuer 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 2.6(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 Issuer Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relatesseller.

Indemnification by the Sellers. The Issuer may require, as As a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) above2.1 or 2.2, that the Issuer Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securitiesRegistrable Securities to indemnify, to indemnify defend and hold harmless (in the same manner and to the same extent as set forth in subparagraph subsection (ia) of this Section 3(f)2.8) the IssuerCompany, each director of the IssuerCompany, each officer of the Issuer Company and each other Personperson, if any, who controls the Issuer 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, 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 Issuer Company 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 indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer Company or any such director, officer or controlling Person person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrantseller. The obligations of In no event shall any indemnity paid by any seller under this subparagraph (ii) shall be limited to the net Company pursuant to this Section 2.8(b) or otherwise exceed the proceeds to received by such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relatesin such offering.

Indemnification by the Sellers. The Issuer Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) 2.3 above, that the Issuer Company 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 subparagraph (ia) of this Section 3(f)section 2.6) the IssuerCompany, each director of the IssuerCompany, each officer of the Issuer Company and each other Person, if any, who controls the Issuer 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 Issuer 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 indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller and the termination or expiration of this WarrantAgreement. The obligations of any seller under this subparagraph (iib) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relates.

Indemnification by the Sellers. The Issuer Company may require, as a condition ------------------------------ to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) 2.3 above, that the Issuer Company 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 subparagraph (ia) of this Section 3(f)2.6) the IssuerCompany, each director of the IssuerCompany, each officer of the Issuer Company and each other Person, if any, who controls the Issuer 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 in. reliance upon and in conformity with written information furnished to the Issuer 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 indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller and the termination or expiration of this WarrantAgreement. The obligations of any seller under this subparagraph (iib) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relates.

Indemnification by the Sellers. The Issuer Company may require, as a condition to including any Registrable Securities in any registration statement Registration Statement filed pursuant to Section 3(c) above, Sections 8 or 9 that the Issuer Company shall have received an undertaking reasonably 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 subparagraph (i) of this Section 3(f)) 16.1, the IssuerCompany, each director of the Issuer, each officer of the Issuer its directors and officers and each other Person, if any, who controls the Issuer (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the Company with respect to any statement or alleged statement in or omission or alleged omission from such registration statementRegistration 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 Issuer Company by such seller specifically stating that it is expressly for use in the preparation of such registration statementRegistration 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 Issuer Company or any such director, officer or controlling Person and shall survive the transfer of such securities Registrable Securities by such seller and the termination or expiration of this Warrantseller. The obligations indemnity agreement contained in this Section 16.2 shall not apply to amounts paid in settlement of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgmentliability, expense action or liability relatesproceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The indemnity provided by each seller of Registrable Securities under this Section 16.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Sellers. The Issuer Company may require, as a condition to including any Registrable Securities and/or other common Stock in any registration statement filed pursuant to Section 3(c) aboveSections 5.1 or 5.2, that the Issuer Company shall have received an ------------------- undertaking reasonably satisfactory to it from the prospective seller sellers of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subparagraph (i) of this Section 3(f5.6(a)) the IssuerCompany, each director of the IssuerCompany, each officer ------------- of the Issuer Company and each other Person, if any, who controls the Issuer 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 Issuer Company through an instrument duly executed by such seller sellers 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 the obligation to indemnify shall be several, and not joint and several, among such sellers of and the liability of each such seller shall be in proportion to and limited to the net amount received by such seller from the sale of Registrable Securities and/or other Common Stock pursuant to such registration statement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer Company or any such director, officer or controlling Person person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relatesseller.