Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. As a condition to including any Registerable Securities in any registration statement, each Holder including any Registerable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.6) the Company, and each director and 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 (including, in each case, all exhibits and documents incorporated by reference), but only to the extent 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 Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received by such indemnifying party from the sale of the Registerable Securities sold by such 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 Holder.

Indemnification by the Holders. As a condition to including any Registerable Registrable Securities in any registration statement, each Holder including any Registerable of such Registrable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.63.8(a)) the CompanyIssuer, all other Holders and any prospective underwriter, as the case may be, and each director any of their respective Affiliates, directors, officers, general and officer of the Company limited partners, members and each other Person, if any, who controls the Company within the meaning of the Securities Actmanaging members and 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 prospectus contained therein, or any amendment or supplement thereto (includingsupplement, in each case, all exhibits and documents incorporated by reference), but only to the extent if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such Holder furnished to the Company through an instrument duly executed Issuer by such Holder specifically stating that it is expressly for use in the preparation of such registration statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus, prospectus or amendment or supplement (includingsupplement, in each case, all exhibits and documents or a document incorporated by reference). In addition, as a condition to including reference into any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Actforegoing; provided, on reasonable however, that each Holder’s aggregate liability hereunder and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b3.8(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) any particular registration shall not exceed be limited to an amount equal to the net proceeds (after deducting underwriting commissions and discounts, but before deducting any expenses) received by such indemnifying party Holder from the sale of the Registerable Registrable Securities sold by such party Holder in such registration; provided further, that no Holder shall have liability hereunder to the offering giving rise extent such Holder timely corrects, amends or supplements such written information previously furnished to such liabilitythe Issuer. Such indemnity shall will remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company Issuer or any such directorof the Holders, officer or any of their respective Affiliates, directors, officers or controlling Person Persons and shall will survive the transfer Transfer of such securities by such Holder. Any indemnification obligation of a Holder of Registrable Securities hereunder shall be several and not joint with each other Holder of Registrable Securities.

Indemnification by the Holders. As a condition to including any Registerable Securities in any registration statement, each Each Holder including any Registerable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (aSection 5(a)) of this Section 3.6) the CompanyParent, and each director and officer member of the Company Board, each officer, employee and agent of Parent and each other Person, if any, who controls any of the Company foregoing within the meaning of the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (includingthereto, in each case, all exhibits and documents incorporated by reference)to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Holder furnished to the Company through an instrument duly executed Parent by such Holder specifically stating that it is for use inclusion in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (includingand has not been corrected in a subsequent registration statement, in each caseany preliminary prospectus, all exhibits and documents incorporated by reference). In additionfinal prospectus or summary prospectus contained therein, as a condition or any amendment or supplement thereto prior to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in or concurrently with the offering and sale of such securitiesthe Registrable Securities to the Person asserting the claim; provided, and each other Person who controls any such underwriter within the meaning of the Securities Acthowever, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only not be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability for any amounts in excess of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received by such indemnifying party Holder from sales of Registrable Securities pursuant to the sale registration statement to which the claims relate, and provided, further, that the obligations of the Registerable Securities sold by such party Holders shall be several and not joint and several. This indemnity shall be in the offering giving rise addition to such liabilityany liability Holder may otherwise have. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company Parent or any such director, officer or controlling Person indemnified party and shall survive the transfer of such securities by such HolderParent.

Indemnification by the Holders. As a condition to including any Registerable Securities in any registration statement, each Each Holder including any Registerable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.65(a)) the Company, each member of the Board, each officer, employee, agent and each director and officer investment adviser of the Company and each other Person, if any, who controls any of the Company foregoing within the meaning of the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (includingthereto, in each case, all exhibits and documents incorporated by reference), but only to the extent 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 Holder regarding such Holder giving such indemnification specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (includingsupplement, in each caseprovided, all exhibits and documents incorporated by reference). In additionhowever, as a condition that the Holder shall not be liable to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in Person if such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by was corrected in such Holder and (ii) final prospectus or supplement the liability filing date of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal which was prior to the net proceeds received by such indemnifying party from date of the sale of the Registerable Registrable Securities sold by such party in the offering giving rise to such liabilitythe Holder’s indemnification obligation. 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 directorBoard member, officer officer, employee, agent, investment adviser or controlling Person and shall survive the transfer of such securities by any Holder. The obligation of a Holder to indemnify will be several and not joint among the Holders of Registrable Securities and the liability of each such HolderHolder of Registrable Securities will be in proportion to and limited in all events to the net amount received by such Holder from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Holders. As Each holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with this Agreement, as a condition to including any Registerable Securities in any registration statement, each Holder including any Registerable Registrable Securities in such registration statement agrees statement, shall, to the full extent permitted by law, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.6) the Company, its directors and each director and officer of the Company officers, and each other Person, if any, who controls the Company within the meaning of the Securities Act, with against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (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 of any material fact contained in or omission or alleged omission from any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto 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 (includingin the case of a prospectus, in each casethe light of the circumstances under which they were made) not misleading, all exhibits and documents incorporated by reference), but only to the extent 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 or confirmed in writing to the Company through an instrument duly executed Company; provided, however, that in no event shall any indemnity provided by such a Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b7(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds from the offering received by such indemnifying party from the sale of the Registerable Securities sold by such party in the offering giving rise to such liabilityHolder. 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 officer, member, partner, trust beneficiaries, shareholder or controlling Person and shall survive the transfer of such securities by such HolderHolder pursuant to Section 13(g) of this Agreement.

Indemnification by the Holders. As a condition to including any Registerable Securities Registrable Shares of a Holder in any registration statement, each Holder including any Registerable Securities in the Company shall have received an undertaking reasonably satisfactory to it from such registration statement agrees Holder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) Section 5.1 of this Section 3.6Exhibit A) the Company, its directors, officers, agents and each director and officer of the Company affiliates 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 (includingthereto, in each case, all exhibits and documents incorporated by reference), but only to the extent if such statement or alleged statement or omission or alleged omission (i) was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically stating that it is for the use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) is corrected in an amendment or supplement or final prospectus (or amendment or supplement thereto) provided to the indemnifying person and such amended, supplemented or final prospectus (or amendment or supplement thereto) was not given by or on behalf of such indemnifying person to the person who purchased the Registrable Securities, if such is required by law at or prior to the written confirmation of the sale of the Registrable Securities to such person; provided, however, that the liability of such indemnifying party under this Section 3.6(b) 5.2 of Exhibit A shall not exceed an amount equal be limited to the net amount of proceeds received by such indemnifying party from the sale of the Registerable Securities sold by such party Holder 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 person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. As a condition to including any Registerable Securities in any registration statement, each Each Holder including any Registerable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph Section 5(a)) (a) of this Section 3.6i) the CompanyTrust, and each director and officer member of the Company Board, each officer, employee, agent and investment adviser of the Trust and each other Person, if any, who controls any of the Company foregoing within the meaning of the Securities Act or the Exchange Act, and (ii) each other Holder, its partners, officers, directors, trustees, stockholders, employees, agents and investment advisers, and each Person, if any, who controls such other Holder within the meaning of the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (includingthereto, in each case, all exhibits and documents incorporated by reference), but only to the extent 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 Trust by such Holder regarding such Holder giving such indemnification specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received by such indemnifying party from the sale of the Registerable Securities sold by such party in the offering giving rise to such liabilitysupplement. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company Trust or any such directorBoard member, officer officer, employee, agent, investment adviser or controlling Person and shall survive the transfer of such securities by any Holder. The obligation of a Holder to indemnify will be several and not joint, among the Holders of Registrable Securities and the liability of each such HolderHolder of Registrable Securities will be in proportion to and limited in all events to the gross amount received by such Holder from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Holders. As a condition to including any Registerable Securities To the fullest extent permitted by applicable Law, in connection with any registration statementstatement pursuant to which a Holder is selling Registrable Securities, each such Holder including any Registerable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.6) the Company, its directors, officers and each director and officer of the Company and each other Person, if any, Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) the Company, with each agent and any underwriter for the Company and any Person who controls any such agent or underwriter and each other Holder and any Person who controls such Holder, against any losses, claims, damages, liabilities and expenses (or actions or other Proceedings, whether commenced or threatened in respect thereto), arising under the Securities Act or arising out of or based upon any untrue statement of a material fact or any omission to any statement state a material fact required to be stated therein or alleged statement necessary to make the statements in or omission or alleged omission from such the registration statement, any prospectus, related summary prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, final prospectus in light of the circumstances under which they were made) or summary prospectus contained thereinother disclosure document not misleading, or any amendment or supplement thereto (including, in each case, all exhibits and documents incorporated by reference)to the extent, but only to the extent extent, that such statement or alleged untrue statement or omission or alleged omission was is made in reliance upon on and in conformity with written the information with respect to such Holder so furnished to the Company through an instrument duly executed in writing by such Holder specifically stating that it is expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offeringor prospectus; provided, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement however, that the obligation to indemnify any Person who participates as an underwriter in the offering shall be several, not joint and sale of several, among such securities, Holders and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of each such indemnifying party under this Section 3.6(b) Holder shall not exceed an amount equal be in proportion to and limited to the net proceeds received by such indemnifying party Holder from the sale of the Registerable Registrable Securities sold by such party in the offering giving rise pursuant to such liabilityregistration statement in accordance with the terms of this Agreement. Such The indemnity agreement contained in this Section 2.8(b) shall remain not apply to amounts paid in full force and effect, regardless settlement of any investigation made by such loss, claim, damage, liability, action or on behalf of other Proceeding if such settlement is effected without the Company or any such director, officer or controlling Person and shall survive the transfer consent of such securities by such Holder, which consent shall not be unreasonably withheld.

Indemnification by the Holders. As a condition to including any Registerable Securities in any registration statementEach Holder, each Holder including any Registerable Securities in such registration statement agrees to severally and not jointly, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.6) the Company, and each director and 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 any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law insofar as such losses, claims, damages, or liabilities (or actions in respect to thereto) arise out of or are based upon 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 (includingthereto, in each case, all exhibits and documents incorporated by reference), but only to the extent 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 Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (includingsupplement; provided, however, that the indemnity agreement contained in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed an the amount equal to the of aggregate net proceeds received by such indemnifying party Holder from the sale of the Registerable Securities sold by such party his/its Registrable Securities, except in the offering giving rise to such liabilitycase of willful fraud. 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 Holder.

Indemnification by the Holders. As a condition to including any Registerable Securities in any registration statement, each Each Holder including any Registerable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (aSection 4(a)) of this Section 3.6) the Company, and each director and officer member of the Board, each officer, employee and agent of Company and each other Personperson, if any, who controls any of the Company foregoing within the meaning of the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statementRegistration Statements, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Holder furnished to Company by such Holder specifically for inclusion in such Registration Statements, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement and has not been corrected in a subsequent Registration Statements, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (including, in each case, all exhibits and documents incorporated by reference), but only prior to or concurrently with the sale of the Registrable Securities to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Person asserting the Company through an instrument duly executed by such Holder specifically stating claim; provided, however, that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only not be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability for any amounts in excess of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received by such indemnifying party Holder from sales of Registrable Securities pursuant to the sale Registration Statements to which the claims relate, and provided, further, that the obligations of the Registerable Securities sold by such party Holders shall be several and not joint and several. This indemnity shall be in the offering giving rise addition to such liabilityany liability Holder may otherwise have. 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 indemnified party and shall survive the transfer of such securities by such HolderCompany.

Indemnification by the Holders. As Each Holder agrees that, as a ------------------------------ condition to including any Registerable Securities Registrable Shares in any registration statementstatement filed pursuant to Section 1 or 2, that each such Holder including any Registerable Securities with Registrable Shares included in such registration statement agrees to will and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.69) the Company, and each director and of the Company, each officer of the Company Company, each other person who participates as an underwriter in an Underwritten Offering and each other Personperson, if any, who controls the 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 (includingthereto, in each case, all exhibits and documents incorporated by reference), but only to the extent 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 Holder concerning such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; provided, that -------- any amounts paid by a Holder pursuant to this Section 9(b) to indemnify the Company (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offeringdirector, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company officer or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(bcontrolling person thereof) shall not exceed an amount equal to the net proceeds received by such indemnifying party Holder from the sale of the Registerable Securities sold by its Registrable Shares included in any such party in the offering giving rise to such liabilityregistration statement. 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 Holder. Nothing herein shall preclude the Company from receiving indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by the Holders. As a condition With regard to including any Registerable the registration of Registrable Securities in any registration statementunder the Securities Act, each Holder including any Registerable holder of Registrable Securities in such registration statement agrees to shall indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.62.5.1 above) the CompanyTrust, each affiliate of the Trust and each trustee, officer, director, manager employee, representative, agent and advisor of and to any of the foregoing, and each director and officer of the Company and each other Person, if any, Person who controls the Company Trust within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, 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 (includingthereto, in each case, all exhibits and documents incorporated by reference), but only to the extent if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Trust by such holder for incorporation therein, but only to the extent that (i) such untrue statements or omissions are based solely upon information regarding such holder of Registrable Securities furnished to the Company through an instrument duly executed Trust by such Holder specifically stating holder of Registrable Securities in writing expressly for use therein, or to the extent that it is such information relates to such holder of Registrable Securities or such holder of Registrable Securities proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such holder of Registrable Securities expressly for use in the preparation Registration Statement under which any Registrable Securities held by such holder of such registration statementRegistrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectusprospectus or summary prospectus contained therein, summary prospectus, or any amendment or supplement (including, in each case, all exhibits and documents incorporated by reference)thereto. In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder event shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall not exceed an any selling holder of Registrable Securities hereunder be greater in amount equal to than the dollar amount of the net proceeds received by such indemnifying party from Holder of Registrable Securities upon the sale of the Registerable Registrable Securities sold by such 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 Holderindemnification obligation.

Indemnification by the Holders. As a condition to including any Registerable Each selling holder of Registrable Securities in any registration statement, each Holder including any Registerable Securities in such registration statement agrees (severally and not jointly) to indemnify and hold harmless (in the same manner and harmless, to the same full extent as set forth in paragraph (a) of this Section 3.6) permitted by law, the Company, its directors and officers and each director and officer of the Company and each other Person, if any, Person who controls the Company (within the meaning of the Securities Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, 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, therein or any amendment thereof or supplement thereto (including, in each case, all exhibits and or any documents incorporated by referencereference therein), or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that such statement or alleged untrue statement or omission or alleged omission was made had been contained in reliance upon and in conformity with written any information furnished in writing by such selling holder to the Company through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities inclusion in such registration statement agrees Registration Statement and was not corrected in a subsequent writing prior to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) concurrently with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received by such indemnifying party from the sale of the Registerable Registrable Securities sold by to the Person asserting such party loss, claim, damage, liability or expense. This indemnity shall be in addition to any liability such holder may otherwise have; provided that the offering giving rise obligations of the selling holder under this Section 2.9(b) shall not apply to amounts paid in settlement of any such liabilityLosses if such settlement is effected without the consent of such holder (such consent not to be unreasonably withheld). 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 indemnified party. In no event shall survive the transfer liability of such securities any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holderholder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. As a condition to including any Registerable Securities in any registration statement, each Each Holder including any Registerable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.65(a)) the Company, each member of the Board, each officer, personnel, agent and each director and officer investment adviser of the Company and each other Person, if any, who controls the Company within the meaning Controls any of the Securities Actforegoing, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (includingthereto, in each case, all exhibits and documents incorporated by reference), but only to the extent 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 Holder regarding such Holder giving such indemnification specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received by such indemnifying party from the sale of the Registerable Securities sold by such party in the offering giving rise to such liabilitysupplement. 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 directorBoard member, officer officer, personnel, agent, investment adviser or controlling Controlling Person and shall survive the transfer of such securities by any Holder. The obligation of a Holder to indemnify will be several and not joint, among the Holders of Registrable Securities and the liability of each such HolderHolder of Registrable Securities will be in proportion to and limited in all events to the net amount received by such Holder from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Holders. As a condition to including any Registerable Registrable Securities in any registration statement, each Holder including any Registerable of such Registrable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.63.8(a)) the CompanyIssuer, all other Holders and any prospective underwriter, as the case may be, and each director any of their respective Affiliates, directors, officers, general and officer of the Company limited partners, members and each other Person, if any, who controls the Company within the meaning of the Securities Actmanaging members and 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 prospectus contained therein, or any amendment or supplement thereto (includingsupplement, in each case, all exhibits and documents incorporated by reference), but only to the extent if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such Holder furnished to the Company through an instrument duly executed Issuer by such Holder specifically stating that it is expressly for use in the preparation of such registration statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus, prospectus or amendment or supplement (includingsupplement, in each case, all exhibits and documents or a document incorporated by reference). In addition, as a condition to including reference into any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Actforegoing; provided, on reasonable however, that each Holder’s aggregate liability hereunder and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b3.8(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) any particular registration shall not exceed be limited to an amount equal to the net proceeds (after deducting underwriting commissions and discounts, but before deducting any expenses) received by such indemnifying party Holder from the sale of the Registerable Registrable Securities sold by such party Holder in such registration; provided further, that no Holder shall have liability hereunder to the offering giving rise extent such Holder timely corrects, amends or supplements such written information previously furnished to such liabilitythe Issuer. Such indemnity shall will remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company Issuer or any such directorof the Holders, officer or any of their respective Affiliates, directors, officers or controlling Person Persons and shall will survive the transfer Transfer of such securities by such Holder▇▇▇▇▇▇. Any indemnification obligation of a Holder of Registrable Securities hereunder shall be several and not joint with each other Holder of Registrable Securities.

Indemnification by the Holders. As a condition to including any Registerable Securities Registrable Shares of a Holder in any registration statement, each Holder including any Registerable Securities in the Company shall have received an undertaking reasonably satisfactory to it from such registration statement agrees Holder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) Section 5.1 of this Section 3.6EXHIBIT A) the Company, its directors, officers, agents and each director and officer of the Company affiliates 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 (includingthereto, in each case, all exhibits and documents incorporated by reference), but only to the extent if such statement or alleged statement or omission or alleged omission (i) was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically stating that it is for the use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) is corrected in an amendment or supplement or final prospectus (or amendment or supplement thereto) provided to the indemnifying person and such amended, supplemented or final prospectus (or amendment or supplement thereto) was not given by or on behalf of such indemnifying person to the person who purchased the Registrable Securities, if such is required by law at or prior to the written confirmation of the sale of the Registrable Securities to such person; provided, however, that the liability of such indemnifying party under this Section 3.6(b) 5.2 of EXHIBIT A shall not exceed an amount equal be limited to the net amount of proceeds received by such indemnifying party from the sale of the Registerable Securities sold by such party Holder 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 person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. As a condition to including (a) In connection with any Registerable Securities in any registration statementDemand Registration and/or Piggyback Registration that includes Registrable Securities, each Participating Holder including any Registerable Securities in such registration statement agrees to (severally and not jointly) shall indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.6) the Company, Corporation and each director of its directors, officers, employees and officer agents from and against any Losses arising out of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to or based on 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 (including, in each case, all exhibits and documents incorporated by reference), but only to the extent such statement or alleged untrue statement or omission of a material fact, or alleged untrue statement or omission was of a material fact, made or required to be made in the Prospectus, Registration Statement or marketing materials, as applicable, included in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received by such indemnifying party from the sale of the Registerable Securities sold by such party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made Corporation by or on behalf of the Company Participating Holder for use in the Prospectus, Registration Statement, or marketing materials, provided that: (i) the Participating Holder shall not be liable under this Section 5.2(a) for any settlement of any action effected without its written consent, which consent shall not be unreasonably withheld or delayed; and (ii) the indemnity provided for in this Section 5.2(a) shall not apply to any Losses to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission contained in any Prospectus or Registration Statement relating to a Demand Registration and/or Piggyback Registration if the Corporation or any underwriter failed to send or deliver a copy of the Prospectus or the U.S. Prospectus, as applicable, to the Person asserting such director, officer Losses on or controlling prior to the delivery of written confirmation of any sale of securities covered thereby to such Person and shall survive the transfer in any case where such Prospectus or U.S. Prospectus corrected such untrue statement or omission. (b) Any amounts advanced by a Participating Holder to an Indemnified Party pursuant to Section 5.2(a) as a result of such securities Losses shall be returned to the applicable Participating Holder if it is finally determined by a court in a judgment not subject to appeal or final review that such Indemnified Party was not entitled to indemnification by the applicable Participating Holder.

Indemnification by the Holders. As a condition to including any Registerable Securities in any registration statement, each Each Holder including any Registerable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (aSection 5(a) of this Section 3.6hereof) the Company, each member of the Board, each officer, employee and each director and officer agent of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (includingthereto, in each case, all exhibits and documents incorporated by reference), but only to the extent 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 Holder regarding such Holder giving such indemnification specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received by such indemnifying party from the sale of the Registerable Securities sold by such party in the offering giving rise to such liabilitysupplement. 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 directorBoard member, officer officer, employee, agent or controlling Person and shall survive the transfer of such securities by any Holder. The obligation of a Holder to indemnify will be several and not joint, among the Holders of Registrable Securities and the liability of each such HolderHolder of Registrable Securities will be in proportion to and limited in all events to the net amount received by such Holder from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Holders. As In connection with any Registration in which a condition Holder is participating, such Holder shall furnish to including any Registerable Securities the Company in writing such information and affidavits with respect to such Holder as the Company may reasonably request for use in connection with any registration statement, each Holder including any Registerable Securities in such registration statement agrees or prospectus and the Holders agree to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 3.6) the Company, its directors, officers and agents and each director and officer of the Company and each other Person, if any, Person who controls the Company (within the meaning of the Securities 1933 Act and the Exchange Act) the Company from and against any losses, with claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not the Company is a party thereto) and expenses (including reasonable cost of investigation and reasonable legal expense) arising out of or based upon any untrue statement of a material fact or any omission to any state a material fact necessary to make the statements in the registration statement or alleged statement prospectus or preliminary prospectus (in the case of the prospectus or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained thereinin light of the circumstances under which they were made) not misleading, or any amendment or supplement thereto (including, in each case, all exhibits and documents incorporated by reference)to the extent, but only to the extent extent, that such statement or alleged untrue statement or omission is contained in any information or alleged omission was made affidavit with respect to such Holder furnished in reliance upon and in conformity with written information furnished writing to the Company through an instrument duly executed by such Holder specifically stating that it is expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference)therein. In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification The amount recoverable by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding from the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this indemnification provision together with any amounts recovered from the Holders under Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) 3.7 hereof shall not exceed an the amount equal to the of net proceeds received by such indemnifying party all Holders from the sale of Registrable Securities in connection with any such Registration. The indemnity agreement contained in this Section 2.5.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action arising pursuant to a Registration if such settlement is effected without the Registerable Securities sold by consent of such party in the offering giving rise to such liabilityHolder (which consent shall not be unreasonably withheld or delayed). 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 directorof the prospective sellers, officer or any of their respective Affiliates, directors, officers or controlling Person Persons and shall survive the transfer of such securities by such Holderseller. Each Holder shall also indemnify, if applicable and if requested, underwriters (as such term is defined in the 1933 Act), their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Company.

Indemnification by the Holders. As a condition to including any Registerable Each selling holder of Registrable Securities in any registration statement, each Holder including any Registerable Securities in such registration statement agrees (severally and not jointly) to indemnify and hold harmless (in the same manner and harmless, to the same full extent as set forth in paragraph (a) of this Section 3.6) permitted by law, the CompanyIssuer, its directors and officers and each director and officer of the Company and each other Person, if any, Person who controls the Company Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, 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 Prospectus contained therein, therein or any amendment thereof or supplement thereto (including, in each case, all exhibits and or any documents incorporated by referencereference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that such statement or alleged untrue statement or omission or alleged omission was made had been con tained in reliance upon and in conformity with written any information furnished in writing by such selling holder to the Company through an instrument duly executed by such Holder Issuer specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities inclusion in such registration statement agrees Registration Statement. This indemnity shall be in addition to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of liability such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received by such indemnifying party from the sale of the Registerable Securities sold by such party in the offering giving rise to such liabilityholder may otherwise have. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company Issuer or any such director, officer or controlling Person and indemnified party. In no event shall survive the transfer liability of such securities any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holderholder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclus ion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. As a condition to including any Registerable Securities in any registration statementEach Holder agrees, each Holder including any Registerable Securities in such registration statement agrees severally but not jointly, to indemnify and hold harmless (in the same manner SciQuest Holdings and to the same extent as set forth in paragraph (a) SciQuest, any of this Section 3.6) the Companytheir officers, directors and agents and each director and officer of the Company and each other Person, if any, who controls the Company SciQuest Holdings or SciQuest within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and legal counsel and accountants for SciQuest Holdings to the same extent as the foregoing indemnity under Section 5.06 from SciQuest Holdings to each Holder, but only (a) with respect to information furnished in writing by such Holder or on such Holder’s behalf expressly for use in any registration statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto thereto, or any preliminary prospectus or (including, in each case, all exhibits and documents incorporated by reference), but only b) to the extent that any loss, claim, damage, liability or expense described in Section 5.06 results from the fact that a current copy of the prospectus (or such statement amended or alleged statement supplemented prospectus, as the case may be) was not sent or omission or alleged omission was made in reliance upon and in conformity with written information furnished given to the Company through an instrument duly executed by Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Holder specifically stating that it is for use in to provide such Person with a current copy of the preparation of prospectus (or such registration statement, preliminary amended or supplemented prospectus, final as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, summary prospectusas the case may be) would have cured the defect giving rise to such loss, amendment claim, damage, liability or supplement (includingexpense. Each such Holder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of SciQuest Holdings provided in each case, all exhibits and documents incorporated by reference)this Section 5.07. In addition, as As a condition to including any Registerable Registrable Securities in any registration statement relating filed in accordance with Article 5 hereof, SciQuest Holdings may require that it will have received an undertaking reasonably satisfactory to an underwritten offering, each Holder including it from any Registerable Securities in such registration statement agrees to enter into an agreement underwriter to indemnify any Person who participates as an underwriter in and hold it harmless to the offering and sale of such extent customarily provided by underwriters with respect to similar securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only No Stockholder will be liable under this Section 3.6(b) with respect to a statement 5.07 for any loss, claim, damage, liability or omission made by such Holder and (ii) the liability expense in excess of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received realized by such indemnifying party from Stockholder in the sale of the Registerable Registrable Securities sold by such 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 Stockholder to which such Holderloss, claim, damage, liability or expense relates.

Indemnification by the Holders. As a condition to including any Registerable Each Holder of Registrable Securities in any registration statement, each Holder including any Registerable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph clause (a) of this Section 3.63) the Company, and each director and 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 statementRegistration Statement, any preliminary prospectus, final prospectus Final Prospectus or summary prospectus contained therein, or any amendment or supplement thereto (includingthereto, in each caseor any application, all exhibits and documents incorporated by reference), but only to the extent if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectusFinal Prospectus, summary prospectus, amendment or supplement (includingsupplement, in each caseor such application, all exhibits and documents incorporated by reference). In addition, as which information contained any untrue statement of any material fact or omitted to state therein a condition material fact required to including any Registerable Securities in any registration statement relating be stated therein or necessary to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in make the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall statements therein not exceed an amount equal to the net proceeds received by such indemnifying party from the sale of the Registerable Securities sold by such party in the offering giving rise to such liabilitymisleading. 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 Persons and shall survive the transfer of such securities by such Holder. The indemnity provided by each Holder of securities under this Section 3(b) shall be provided jointly and severally with any other Holder of Registrable Securities.

Indemnification by the Holders. As The Company may require, as a condition to including any Registerable Registrable Securities in any registration statementstatement filed pursuant to the Employment Agreement and as a condition to indemnifying such sellers pursuant to this paragraph 5, that the Company shall have received an undertaking reasonably satisfactory to it from each Holder including any Registerable Securities in prospective seller of such registration statement agrees securities, to indemnify and hold harmless and reimburse (in the same manner and to the same extent as set forth in paragraph such subparagraph (a) of this Section 3.6paragraph 5) the Company, each director, officer, employee and each director and officer agent of the Company Company, and each other Person, if any, who controls the Company within the meaning of the Securities Act, with from and against any Losses (or actions or 42 proceedings, whether commenced or threatened, in respect to thereof) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission from any registration statement under which such registration statementsecurities were registered under the Securities Act (including all documents incorporated therein by reference), any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission from such registration statement, preliminary prospectus, final prospectus or summary prospectus, or any amendment or supplement thereto required to be stated therein or necessary to make the statements therein not misleading, if (including, in each case, all exhibits and documents incorporated by reference), but only to the extent 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 Holder prospective seller specifically stating for inclusion therein; provided, however, that it is for use in such prospective seller shall not be obligated to provide such indemnity to the preparation extent that such Losses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement based on corrected or supplemental information provided in writing by such prospective seller to the Company expressly for such purpose; and provided further, that the obligation to provide indemnification pursuant to this subparagraph (includingb) shall be several, and not joint and several, among such indemnifying parties. Notwithstanding anything in this paragraph 5 to the contrary, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder event shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of any prospective seller under such indemnifying party under this Section 3.6(b) shall not exceed an indemnity be greater in amount equal to than the net amount of the proceeds received by such indemnifying party from seller upon the sale of the Registerable its Registrable Securities sold by such party in the offering giving rise to such liabilitywhich the Losses relate. 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, agent or participating or controlling Person and shall survive the transfer of such securities by such Holderprospective seller.

Indemnification by the Holders. As a condition to including any Registerable Securities in any registration statement, each Each Holder including any Registerable Securities in such registration statement agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (aSection 4(a)) of this Section 3.6) the CompanyParent, and each director and officer member of the Company Board, each officer, employee and agent of Parent and each other Personperson, if any, who controls any of the Company foregoing within the meaning of the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (includingthereto, in each case, all exhibits and documents incorporated by reference)to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Holder furnished to the Company through an instrument duly executed Parent by such Holder specifically stating that it is for use inclusion in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (includingand has not been corrected in a subsequent registration statement, in each caseany preliminary prospectus, all exhibits and documents incorporated by reference). In additionfinal prospectus or summary prospectus contained therein, as a condition or any amendment or supplement thereto prior to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities in such registration statement agrees to enter into an agreement to indemnify any Person who participates as an underwriter in or concurrently with the offering and sale of such securitiesthe Registrable Securities to the person asserting the claim; provided, and each other Person who controls any such underwriter within the meaning of the Securities Acthowever, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only not be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability for any amounts in excess of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received by such indemnifying party Holder from sales of Registrable Securities pursuant to the sale registration statement to which the claims relate, and provided, further, that the obligations of the Registerable Securities sold by such party in the offering giving rise to such liabilityHolders shall be several and not joint and several. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company Parent or any such director, officer or controlling Person indemnified party and shall survive the transfer of such securities by such HolderParent.

Indemnification by the Holders. As a condition to including any Registerable Each selling holder of Registrable Securities in any registration statement, each Holder including any Registerable Securities in such registration statement agrees (severally and not jointly) to indemnify and hold harmless (in the same manner and harmless, to the same full extent as set forth in paragraph (a) of this Section 3.6) permitted by law, the CompanyIssuer, its directors and officers and each director and officer of the Company and each other Person, if any, Person who controls the Company Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, 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 Prospectus contained therein, therein or any amendment thereof or supplement thereto (including, in each case, all exhibits and or any documents incorporated by referencereference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that such statement or alleged untrue statement or omission or alleged omission was made had been contained in reliance upon and in conformity with written any information furnished in writing by such selling holder to the Company through an instrument duly executed by such Holder Issuer specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including, in each case, all exhibits and documents incorporated by reference). In addition, as a condition to including any Registerable Securities in any registration statement relating to an underwritten offering, each Holder including any Registerable Securities inclusion in such registration statement agrees Registration Statement. This indemnity shall be in addition to enter into an agreement to indemnify any Person who participates as an underwriter in the offering and sale of liability such securities, and each other Person who controls any such underwriter within the meaning of the Securities Act, on reasonable and customary terms that are no more burdensome on such Holder than the terms of indemnification by the Company or any other selling security holders participating in such underwritten offering. Notwithstanding the foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable under this Section 3.6(b) with respect to a statement or omission made by such Holder and (ii) the liability of such indemnifying party under this Section 3.6(b) shall not exceed an amount equal to the net proceeds received by such indemnifying party from the sale of the Registerable Securities sold by such party in the offering giving rise to such liabilityholder may otherwise have. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of the Company Issuer or any such director, officer or controlling Person and indemnified party. In no event shall survive the transfer liability of such securities any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holderholder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer may require, as a condition to including any Registrable Securities in any Shelf Registration Statement filed pursuant to Section 2.1 hereof, that the Issuer shall have received an undertaking reasonably satisfactory to it from each Holder to indemnify and hold harmless the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) as provided in this Section 2.5(b).