Common use of By the Holder Clause in Contracts

By the Holder. To the extent permitted by law, each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as "Company Indemnified Parties") against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holder; provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by law, each the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as "Company Indemnified Parties") Securities Act, any underwriter, against any Losses losses, claims, damages or liabilities (joint or several) to which the Company or any such Company Indemnified Parties director, officer, controlling person, or underwriter may become subject under the Securities Act, the Exchange 1934 Act or other federal or state law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statementregistration; and the Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such Company Indemnified Parties director, officer, controlling person, or underwriter in connection with investigating or defending any such Violationloss, claim, damage, liability or action; provided, provided however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder; provided further, that the Holder which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Partiesunreasonably withheld; and provided further, that the total amounts payable in indemnity by the Holder under this subsection Section in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To In connection with the extent permitted by lawfiling of any registration statement and sales of the Warrant Stock thereunder, each the Holder will shall indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the such registration statement, and each personother Person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as "Company Indemnified Parties") 1933 Act, against any Losses to which such Company Indemnified Parties the Company, any of its directors, officers, or controlling Persons may become subject under the Act, the Exchange 1933 Act or other federal or state lawotherwise, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violationuntrue statement or alleged untrue statement of any material fact contained in any of the Disclosure Documents or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statement; and the Holder will reimburse the Company, and any of its directors, officers, or controlling Persons for any legal or any other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; providedclaims, however, that the indemnity agreement contained in this subsection shall not apply to excluding any amounts paid in settlement of any such Loss litigation, commenced or threatened, if such settlement is effected without the prior written consent of the Holder; provided furtherprovided, however, that such indemnification or reimbursement shall be payable in any such case only to the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel extent that such statement or alleged statement or omission or alleged omission is made in reliance on information furnished to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity writing by or on behalf of the Holder under this subsection for use specifically in respect connection with the preparation of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arisesDisclosure Document.

By the Holder. To the extent permitted by lawEach Holder shall, each Holder will severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each personother Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against all losses, claims, damages or liabilities (such persons and entities referred to as "Company Indemnified Parties"joint or several) against any Losses to which the Company or any such Company Indemnified Parties foregoing Person may become subject under the Securities Act, the Exchange Act or other federal or state lawLaw, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder under an instrument duly executed by such Holder and stated to be expressly for use in connection with such registration statementregistration; and the such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such Company Indemnified Parties foregoing Person in connection with investigating or defending any such Violationloss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection Section 8.18(b) shall not apply to amounts paid in settlement of any such Loss loss, claim, damage, liability or action if such settlement is effected without the written consent of the Holder; provided further, that the such Holder (which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Partiesunreasonably withheld); and provided provided, further, that the total amounts payable in indemnity by the such Holder under this subsection Section 8.18(b) and Section 8.18(d) in respect of any Violation shall not exceed the net proceeds actually received by the Holder in Investor upon the registered offering sale of the Registrable Securities out of which such Violation arises.

By the Holder. To the extent permitted by law, each Holder (severally and not jointly with any other Holder) will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statementShelf Registration Statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities collectively referred to as "Company Indemnified Parties") against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in is caused by reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holder; provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that in no event shall the total amounts payable in indemnity by the Holder under this subsection in respect of any Violation shall not exceed the net proceeds (i.e., proceeds net of underwriting discounts, fees and commissions payable by such Holder) received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by law, each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as "Company Indemnified Parties") against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statementregistration; and the Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holder; provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by law, each the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 Act (such persons and entities referred to as collectively, "Company Indemnified PartiesIndemnitees") ), against any Losses losses, claims, damages or liabilities (joint or several) to which the Company or any such Company Indemnified Parties Indemnitee may become subject under the Securities Act, the Exchange 1934 Act or other federal or state law, but only, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder, and known by the Holder to be furnished, expressly for use in connection with such registration statementregistration, including without limitation any information furnished by the Holder to the Company pursuant to Section 1.4 hereof; and the Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such Company Indemnified Parties Indemnitee as incurred in connection with investigating or defending any such Violationloss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.6(b) shall not apply to amounts paid in settlement of any such Loss loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder; provided further, that the Holder which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Partiesunreasonably withheld; and provided further, that the total amounts payable in indemnity by the Holder under this subsection Section 1.6(b) in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by lawEach Holder shall, each Holder will severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each personother Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against all Losses, claims, damages or liabilities (such persons and entities referred to as "Company Indemnified Parties"joint or several) against any Losses to which the Company or any such Company Indemnified Parties foregoing Person may become subject under the Securities Act, the Exchange Act or other federal or state lawLaw, insofar as such Losses Losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder under an instrument duly executed by such Holder and stated to be expressly for use in connection with such registration statementregistration; and the such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such Company Indemnified Parties foregoing Person in connection with investigating or defending any such ViolationLoss, claim, damage, Liability or action; provided, however, that the indemnity agreement contained in this subsection Section 7.09(b) shall not apply to amounts paid in settlement of any such Loss Loss, claim, damage, Liability or action if such settlement is effected without the written consent of the Holder; provided further, that the such Holder (which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Partiesunreasonably withheld); and provided provided, further, that the total amounts payable in indemnity by the such Holder under this subsection Section 7.09(b) and Section 7.09(d) in respect of any Violation shall not exceed the net proceeds actually received by Purchaser upon the Holder in sale of the registered offering Registrable Securities out of which such Violation arises.

By the Holder. To the extent permitted by law, each the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter and each person, if any, who controls such underwriter within the meaning of the Securities Act (such persons and entities referred to as "Company Indemnified Parties") or the Exchange Act, against any Losses losses, claims, damages or liabilities (joint or several) to which the Company or any such Company Indemnified Parties officer, director, controlling person or underwriter may become subject under the Securities Act, the Exchange Act or other federal or state securities or blue sky law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statementregistration; and the Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such Company Indemnified Parties officer, director, controlling person or underwriter in connection with investigating or defending any such Violationloss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection paragraph shall not apply to amounts paid in settlement of any such Loss loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder; provided further, that the Holder which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Partiesunreasonably withheld or delayed; and provided further, that the total amounts payable in indemnity by the Holder under this subsection, subsection (d) of this Section 6.7 or otherwise in respect of any Violation and all Violations shall not exceed in the aggregate the net proceeds received by the Holder in the registered offering out of which such Violation arisesViolations arise.

By the Holder. To With respect to a Registration Statement, to the extent permitted by law, each the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have has signed the registration statementRegistration Statement, and each personPerson, if any, who controls the Company within the meaning of the Act Securities Act, legal counsel and accountants for the Company and other shareholders of the Company against any losses, claims, damages or liabilities (joint or several) to which the Company or any such persons and entities referred to as director, officer, controlling Person or other shareholder (collectively, the "Company Indemnified Parties") against any Losses to which such Company Indemnified Parties may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder with respect to such Holder expressly for use in connection with such registration statementregistration; and the Holder will reimburse any legal or other expenses reasonably incurred by such any Company Indemnified Parties Party in connection with investigating or defending any such Violationloss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 16.4(b) shall not apply to amounts paid in settlement of any such Loss loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder; provided further, that the Holder (which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Partiesunreasonably withheld); and provided further, that in no event shall the total amounts payable in indemnity by the Holder Holder's cumulative, aggregate liability under this subsection in respect of any Violation shall not 16.4(b) or under subsection 16.4(d), or under such subsections together, exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by law, each the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 Act (such persons and entities referred to as collectively, "Company Indemnified PartiesIndemnitees") ), against any Losses losses, claims, damages or liabilities (joint or several) to which the Company or any such Company Indemnified Parties Indemnitee may become subject under the Securities Act, the Exchange 1934 Act or other federal or state law, but only, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case case, to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder, and known by the Holder to be furnished, expressly for use in connection with such registration statementregistration, including without limitation any information furnished by the Holder to the Company pursuant to Section 1.4 hereof; and the Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such Company Indemnified Parties Indemnitee as incurred in connection with investigating or defending any such Violationloss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.6(b) shall not apply to amounts paid in settlement of any such Loss loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder; provided further, that the Holder which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Partiesunreasonably withheld; and provided further, that the total amounts payable in indemnity by the Holder under this subsection Section 1.6(b) in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by law, each The Holder will indemnify and hold harmless the Company, each of its directors, officers, legal counsel, accountants, each underwriter, if any, of its officers who have signed the Company's securities covered by such a registration statement, and each person, if any, person who controls the Company or such underwriter within the meaning of Section 15 of the Act (such persons and entities referred to as "Company Indemnified Parties") against any Losses to which such Company Indemnified Parties may become subject under the Securities Act, the Exchange Act or other federal or state lawagainst all claims, insofar as such Losses losses, damages and liabilities (or actions in respect theretothereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors, officers, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Holder expressly and stated to be specifically for use in connection with such registration statement; and therein. Notwithstanding the Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; providedforegoing, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement liability of any such Loss if such settlement is effected without the consent of the Holder; provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder under this subsection (b) shall be limited in respect of any Violation shall not exceed an amount equal to the net proceeds received of the shares sold by the Holder in the registered offering Holder, unless such liability arises out of which such Violation arisesor is based on willful misconduct by the Holder.

By the Holder. To the extent permitted by law, each Holder will will, severally and not jointly, indemnify and hold harmless the Company, each of its officers, directors, each of its officers who have signed the registration statementagents and employees, and each person, if any, who controls the Company within the meaning of the Act or such persons (such persons and entities referred to as "“Company Indemnified Parties"”) against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state lawsubject, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder expressly for use in connection with such registration statement; and the such Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holder, which shall not be unreasonably withheld or delayed; provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the a Holder under this subsection in respect of any Violation all Violations shall not exceed the net proceeds received by the such Holder in the registered offering out of which such Violation arisesViolations arise.

By the Holder. To the extent permitted by law, each Holder will indemnify and hold harmless the CompanyCellegy, each of its directors, each of its officers who have signed the registration statementRegistration Statement, and each person, if any, who controls the Company Cellegy within the meaning of the 1933 Act (such persons and entities collectively referred to as "“Company Indemnified Parties"”) against any Losses to which such Company Indemnified Parties may become subject under the 1933 Act, the Exchange 1934 Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in is caused by reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holder; provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Cellegy Indemnified Parties; and provided further, that in no event shall the total amounts payable in indemnity by the Holder under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the fullest extent permitted by law, --------------- each Holder (severally and not jointly with any other Holder) will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statementShelf Registration Statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities collectively referred to as "Company Indemnified Parties") against any and all --------------------------- Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in is caused by reliance upon and in conformity with written information furnished to the Company by the Holder expressly for use in connection with such the registration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the prior written consent of the Holder; provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total no Holder shall be required to pay amounts payable in indemnity by the Holder under pursuant to this subsection (b) in respect excess of any Violation shall not exceed the net amount of proceeds received by the Holder in from the registered offering out sale of which the Registrable Securities, less the total amount paid by the Holder for such Violation arisesRegistrable Securities.

By the Holder. To the extent permitted by law, each Holder (severally and not jointly with any other Holder) will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as "Company Indemnified Parties") against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holder; provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by lawEach Holder shall, each Holder will severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each personother Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against all Losses, claims, damages or liabilities (such persons and entities referred to as "Company Indemnified Parties"joint or several) against any Losses to which the Company or any such Company Indemnified Parties foregoing Person may become subject under the Securities Act, the Exchange Act or other federal or state lawLaw, insofar as such Losses Losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holder under an instrument duly executed by such Holder and stated to be expressly for use in connection with such registration statementregistration; and the such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such Company Indemnified Parties foregoing Person in connection with investigating or defending any such ViolationLoss, claim, damage, Liability or action; provided, however, that the indemnity agreement contained in this subsection Section 7.08(b) shall not apply to amounts paid in settlement of any such Loss Loss, claim, damage, Liability or action if such settlement is effected without the written consent of the Holder; provided further, that the such Holder (which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Partiesunreasonably withheld); and provided provided, further, that the total amounts payable in indemnity by the such Holder under this subsection Section 7.08(b) and Section 7.08(d) in respect of any Violation shall not exceed the net proceeds actually received by Purchaser upon the Holder in sale of the registered offering Registrable Securities out of which such Violation arises.

By the Holder. To the extent permitted by law, each Holder ------------- will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as "Company Indemnified Parties") against any Losses to --------------------------- which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holder; provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by law, each Holder (severally and not jointly with any other Holder) will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act (such persons and entities referred to as "“Company Indemnified Parties"”) against any Losses to which such Company Indemnified Parties may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statement; and the Holder will reimburse pay, as incurred, any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the HolderHolder (which consent shall not be unreasonably withheld or delayed); provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder under this subsection in respect of any Violation shall not exceed the net proceeds received by the each Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by law, each ------------- Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as "Company Indemnified Parties") against any Losses to --------------------------- which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statementregistration; and the Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holder; provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.

By the Holder. To the extent permitted by law, each the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as "Company Indemnified PartiesCOMPANY INDEMNIFIED PARTIES") against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; providedPROVIDED, howeverHOWEVER, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holder; provided furtherPROVIDED FURTHER, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided furtherPROVIDED FURTHER, that the total amounts payable in indemnity by the Holder under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.