Common use of Indemnification by the Parent Clause in Contracts

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Parent of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Parent by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Parent has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). The Parent shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Parent is aware.

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, indemnify indemnify, defend and hold harmless each Holder, the officers, directors, membersagents, partners, agentsmembers, brokers (including brokers who offer managers, stockholders, Affiliates, employees and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) managers of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, shareholdersmanagers, partnersstockholders, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, including reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurredto which any of them may become subject, arising that arise out of or relating to are based upon (1a) any untrue or alleged untrue statement of a material fact contained in a any Registration StatementStatement contemplated herein, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, prospectus thereto or arising out of or relating to (b) any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Parent of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreementmisleading, except to the extent, but only to the extent, that (i) such untrue statements statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Parent by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing provided by such Holder expressly for use in a the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) thereto, or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi2.05(i), related to the use by such a Holder of an outdated or defective Prospectus after the Parent has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(c). The Parent shall notify 2.16, but only if and to the Holders promptly extent that following the receipt of the institution, threat Advice the misstatement or assertion omission giving rise to such Loss would have been corrected. Such indemnity shall remain in full force and effect regardless of any Proceeding arising from investigation made by or on behalf of an Indemnified Party, shall survive the transfer of the Registrable Securities by the Holders, and shall be in connection with the transactions contemplated by this Agreement of addition to any liability which the Parent is awaremay otherwise have.

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, shall indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers Purchasers from and against any Losses to which any Purchaser may become subject (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising such Losses arise out of or relating to (1) are based upon any untrue or alleged untrue statement of a material fact contained in a or incorporated or deemed incorporated by reference into the Registration Statement, any Prospectus Statement or any form of prospectus other document filed in accordance with this Section 2.4 or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (not misleading in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Parent of the Securities Act; provided, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extenthowever, that (i) Parent will not be liable in any such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Parent by such Holder expressly for use therein, or case to the extent that any such Losses arise out of or are based upon (i) any untrue statement or omission, made in reliance upon and in conformity with written information relates furnished to such Holder Parent by or such Holder’s proposed method on behalf of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly any Purchaser specifically for use in a the preparation of the Registration Statement, such Prospectus Statement or in any amendment or supplement thereto (it being understood that thereto, or a document incorporated by reference into any of the Holder has approved Annex A hereto for this purpose) or foregoing, (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder a Purchaser of an outdated or defective Prospectus after having been notified of an Allowed Delay pursuant to the Parent has notified such Holder in writing last sentence of Section 2.1(b) that the Prospectus Registration Statement (as then in effect) is outdated or defective and defective, or (iii) a Purchaser’s (or any other Indemnified Person’s) failure to deliver, or cause to delivered, any prospectus or supplement to the Registration Statement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or omission at or prior to the receipt by such Holder written confirmation of the Advice contemplated sale of Parent Shares to such Person if such statement or omission was corrected in Section 6(c). The Parent shall notify the Holders promptly of the institution, threat such prospectus or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Parent is awaresupplement.

Indemnification by the Parent. The In the event of any registration of any securities of the Parent shallunder the Securities Act, notwithstanding any termination of this Agreementthe Parent will, and hereby does, indemnify and hold harmless each Holderthe holder of any Note Shares covered by such registration statement, the its directors and officers, directorseach other Person who participates as an underwriter in the offering or sale of such securities and each other Person, membersif any, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge controls such holder or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or Section 20 of the Exchange Act) and the officersotherwise, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding insofar as such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damagesdamages or liabilities (or actions or proceedings, liabilitieswhether commenced or threatened, costs (including, without limitation, reasonable attorneys’ feesin respect thereof) and expenses (collectively, “Losses”), as incurred, arising arise out of or relating to (1) are based upon any untrue statement or alleged untrue statement of a any material fact contained in a Registration Statementany registration statement under which such securities were registered under the Securities Act, any Prospectus or any form of preliminary prospectus, final prospectus or in summary prospectus contained therein, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Parent will reimburse such holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Parent shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Parent by such holder, for use in the case of preparation thereof and, provided, further that the Parent shall not be liable to any Prospectus or supplement theretoPerson who participates as an underwriter, in light the offering or sale of Note Shares or to any other Person, if any, who controls such underwriter within the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Parent meaning of the Securities Act, the Exchange Act or in any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Parent by such Holder expressly for use therein, or case to the extent that any such information relates to such Holder loss, claim, damage, liability (or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved action or proceeding in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purposerespect thereof) or (ii) in the case expense arises out of an occurrence of an event such Person's failure to send or give a copy of the type specified in Section 3(d)(iii)-(vi)final prospectus, as the use by such Holder of same may be then supplemented or amended, to the Person asserting an outdated untrue statement or defective Prospectus after the Parent has notified such Holder in writing that the Prospectus is outdated alleged untrue statement or defective and omission or alleged omission at or prior to the receipt written confirmation of the sale of the Note Shares to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such Holder of the Advice contemplated in Section 6(c). The Parent shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Parent is awareholder.

Indemnification by the Parent. The Parent shallshall indemnify, notwithstanding any termination of this Agreement, indemnify defend and hold harmless each HolderStockholder, the officers, directors, membersagents, partners, agentsmembers, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)managers, investment advisors shareholders, Affiliates and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of investigation and reasonable attorneys’ fees) and ​ ​ ​ expenses (collectively, “Losses”), as incurred, arising that arise out of or relating to are based upon (1i) any untrue or alleged untrue statement of a material fact contained in a any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading misleading, or (2ii) any violation or alleged violation by the Parent of the Securities Act, the Exchange Act or any state securities law, law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage, liability, except to the extent, but only to the extent, that (iA) such untrue statements statements, omissions or alleged omissions are based solely upon information regarding such Holder Stockholder furnished in writing to the Parent by such Holder Stockholder expressly for use therein, or to the extent that such information relates to such Holder Stockholder or such HolderStockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Stockholder expressly for use in a the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (iiB) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(iii)-(vi), related to the use by such Holder a Stockholder of an outdated or defective Prospectus after the Parent has notified such Holder Stockholder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder Stockholder of the Advice contemplated and defined in Section 6(c) below, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected or (C) to the extent that any such Losses arise out of the Stockholder’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement. The Parent indemnification provided for under this Section 5(a) shall notify the Holders promptly remain in full force and effect regardless of any investigation made by or on behalf of the institutionindemnified party or any officer, threat director or assertion Controlling Person of such indemnified party and shall survive the transfer of the Registrable Securities by the Stockholders pursuant to Section 15. The indemnity set forth in this Section 5(a) shall be in addition to any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which liability the Parent is awaremay otherwise have.

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, shall indemnify and hold harmless each Holder, the officers, directors, partners, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a the Registration Statement, any Prospectus or any form of Parent prospectus or in any amendment or supplement thereto or in any Parent preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Parent of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreementmisleading, except to the extent, but only to the extent, that (iA) such untrue statements statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Parent by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration StatementSecurities, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (iiB) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi8.2(b)(v)-(vii), the use by such Holder of an outdated or defective Prospectus after the Parent has timely notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(c)8.5. The Parent shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or of which it is aware in connection with the transactions contemplated by this Agreement of which the Parent is awareRegistration Statement.

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless each HolderHolder and each other holder of Registrable Securities, the and each of their respective officers, employees, affiliates, directors, membersmanagers, partners, members, stockholders, attorneys, representatives and agents, brokers (including brokers and each person, if any, who offer controls a Holder and sell each other holder of Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers(each, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law“Holder Indemnified Party”), from and against any and all expenses, losses, judgments, claims, damages, damages or liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurredwhether joint or several, arising out of or relating to based upon (1i) any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in a any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto to such Registration Statement or in any preliminary prospectusdocuments incorporated therein by reference, or arising out of or relating to (ii) any omission (or alleged omission of omission) to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading misleading, or (2iii) any violation or alleged violation by the Parent or its agents of the Securities Act, the Exchange Act or any other similar federal or state securities law, laws or any rule or regulation thereunder, promulgated thereunder applicable to the Parent or its agents and relating to action or inaction required of the Parent in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) any such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to registration; and the Parent shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating or defending any such expense, loss, judgment, claim, damage, liability or action whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that the Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Parent, in writing, by such selling holder expressly for use therein, or to . Such indemnity shall survive the extent that transfer of such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing securities by such Holder expressly for use and any termination of this Agreement, and shall be in a Registration Statement, such Prospectus or in addition to any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after liability the Parent has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). The Parent shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Parent is awaremay otherwise have.

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, shall indemnify and hold harmless each HolderSeller, the officersits partners, directors, membersofficers, partners, agents, brokers (including brokers who offer Affiliates and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, Seller from and against any and all lossesclaims, claimsliabilities, damages, liabilitieslosses, costs (including, without limitation, reasonable attorneys’ fees) and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) (each, a “Liability” and collectively, “LossesLiabilities”), as incurred, arising out of or relating to (1) based upon any untrue untrue, or alleged untrue allegedly untrue, statement of a material fact contained in a any Registration Statement, any Prospectus or any form of prospectus or in preliminary prospectus (as amended or supplemented if the Parent shall have furnished any amendment amendments or supplement thereto or in any preliminary prospectus, supplements thereto) or arising out of or relating to based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (or in the case of any Prospectus or supplement theretoprospectus, in light of the circumstances under which they such statements were made) not misleading ), except insofar as such Liability arises out of or (2) is based upon any violation untrue statement or alleged violation by the Parent of the Securities Actuntrue statement or omission or alleged omission contained in such Registration Statement, the Exchange Act preliminary prospectus or final prospectus in reliance and in conformity with information concerning any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder Seller furnished in writing to the Parent by such Holder Seller expressly for use therein, or including the information furnished to the extent that such information relates Parent pursuant to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Parent has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(c10.11(b). The Parent shall notify the Holders promptly also provide customary indemnities to any underwriters of the institutionRegistrable Securities, threat their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or assertion Section 20 of any Proceeding arising from or in connection the Exchange Act) to the same extent as provided above with respect to the transactions contemplated by this Agreement indemnification of which the Parent is awareSeller.

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, shall indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Personharmless, to the fullest full extent permitted by applicable law, each Shareholder selling Registrable Securities (each, a "SHAREHOLDER INDEMNIFIED PARTY"), from and against any and all losses, claims, damages, liabilities, actions or proceedings (whether commenced or threatened), reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees' fees and reasonable expenses) and expenses (collectively, “Losses”"LOSSES"), as incurred, arising out of or relating to based upon (1i) any untrue or alleged untrue statement of a material fact contained in a any Registration Statement, any Prospectus or any form of prospectus or in any amendment amendments or supplement supplements thereto or in any preliminary prospectus, or arising out of or relating to based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or any amendment or supplement theretothereto or any preliminary prospectus, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Parent of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreementmisleading, except to the extent, but only to extent that the extent, that (i) such untrue statements same arise out of or omissions are based solely upon information regarding such Holder furnished in writing to the Parent by such Holder expressly Indemnified Party for use thereintherein or (ii) any violation by the Parent of any federal, state or common law rule or regulation applicable to the Parent and relating to action required of or inaction by the Parent in connection with any such registration; PROVIDED, HOWEVER, that the Parent shall not be liable to any Indemnified Party to the extent that any such information relates to such Holder Losses arise out of or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any amendment preliminary prospectus if (x) such Shareholder Indemnified Party failed to send or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event deliver a copy of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated Prospectus with or defective Prospectus after the Parent has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt delivery of written confirmation of the sale by such Holder Indemnified Party to the Person asserting the claim from which such Losses arise, and the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission. Such indemnity and reimbursement of the Advice contemplated costs and expenses shall remain in Section 6(c). The Parent shall notify the Holders promptly of the institution, threat or assertion full force and effect regardless of any Proceeding arising from investigation made by or in connection with the transactions contemplated by this Agreement on behalf of which the Parent is awaresuch Shareholder Indemnified Party.