(b) each holder of registrable securities included in any registration effected pursuant to this article ii shall indemnify the company, each of its directors, officers, agents, employees and representatives, and each person who controls the company within the meaning of section 15 of the securities act, each other such holder of registrable securities, and each of their officers, directors and partners, and each person controlling such holders, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue 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 such indemnified 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, but only to the extent, that such 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 strict conformity with written information furnished to the company by such holder of registrable securities; provided, however, that no holder of registrable securities shall be liable hereunder for any amounts in excess of the net proceeds received by such holder pursuant to such registration.
(c) each party entitled to indemnification under this section 2.5 (the 'indemnified party') shall give notice to the party required to provide indemnification (the 'indemnifying party') promptly after such indemnified party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the indemnified party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the indemnified party (whose approval shall not unreasonably be withheld), and the indemnified party may participate in such defense at such party's expense, and provided further that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this section 2.5 to the extent such failure is not prejudicial. no indemnifying party in the defense of any such claim or litigation shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include an unconditional release of such indemnified party from all liability in respect to such claim or litigation. each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.