Common use of Agent Indemnification Clause in Contracts

Agent Indemnification. Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which any such Company Affiliate, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based upon (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall apply only to the extent that such loss, claim, liability, expense or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to time.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, its affiliates, directors and each officer of the Company that signed the Registration Statement, officers and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company and Company, each of its directors and directors, each officer of the Company that who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent shall indemnify and hold harmless the Company Company, its directors, officers and its directors and each officer of the Company that signed the Registration Statementemployees, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all lossesloss, claimsclaim, liabilitiesdamage or liability, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwiseseveral, or any claim asserted), as and when incurredaction in respect thereof, to which the Company or any such Company Affiliatedirector, officer, employee or controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise action arises out of of, or are is based upon upon, (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto, arising out of or caused by any omission or alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (yii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplements thereto, or caused by the omission or alleged omission to state in therein any such document a material fact required to be stated in it or necessary to make the statements therein, in it light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall apply but in each case only to the extent that such loss, claim, liability, expense the untrue statement or damage is caused directly by an alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written the Agent Information. The foregoing indemnity agreement is in addition to any liability that the Agent may otherwise have to the Company or to any such director, officer, employee or controlling person. The Company hereby acknowledges that the only information relating to such that the Agent and has furnished to the Company by such Agent expressly for inclusion use in the Registration Statement, the Prospectus or any document as described Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in clause the seventh and eighth paragraphs under the caption “Plan of Distribution” in the Prospectus (x) of this Section 9(bthe “Agent Information”), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to time.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, its directors and each officer of the Company that signed directors, its officers who sign the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the tenth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement action (whether or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to not the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(bis a party thereto), which the Company acknowledges consists solely of the material referred to in Schedule 5 heretowhether threatened or commenced, as updated from time to timesuch expenses are incurred.

Agent Indemnification. Each Agent, severally and not jointly, agrees to will indemnify and hold harmless the Company and Company, each of its directors and each officer of the Company that signed the Registration Statement, officers and each person, if any, who (i) controls the Company within the meaning of the Act or the Exchange Act against any losses, claims, damages or liabilities to which the Company or such director, officer or controlling person may become subject under Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which any such Company Affiliate, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, or (yii) the omission or alleged omission to state in any such document therein a material fact fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated in it therein or necessary to make the statements therein not misleading and (b) in it the case of the Prospectus or any supplement thereto or the Disclosure Package, necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that any such losslosses, claimclaims, liability, expense damages or damage is caused directly by liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent and through the Agents expressly for inclusion in any document as described in clause (x) of this Section 9(b)use therein, which it being understood and agreed that the only such information furnished by the Agents to the Company acknowledges consists solely of the material referred to Agent Information; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in Schedule 5 hereto, connection with investigating or defending any such action or claim as updated from time to timesuch expenses are incurred.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and its the directors and each officer officers of the Company that signed the Registration StatementCompany, and each person, if any, person who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in Registration Statement, the Registration Statement or Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement theretothereto or any Issuer Free Writing Prospectus, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such loss, claim, liability, expense untrue statement or damage is caused directly by an alleged untrue statement or omission or alleged omission was made in Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information relating to such the Agent Information; and furnished to will reimburse the Company for documented legal or other expenses reasonably incurred by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, connection with investigating or defending any such action or claim as updated from time to timesuch expenses are incurred.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and its the directors and each officer officers of the Company that signed the Registration StatementCompany, and each person, if any, person who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in Registration Statement, the Registration Statement or Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement theretothereto or any Issuer Free Writing Prospectus, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such loss, claim, liability, expense untrue statement or damage is caused directly by an alleged untrue statement or omission or alleged omission was made in Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information relating to such Agent Information; and furnished to will reimburse the Company for documented legal or other expenses reasonably incurred by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, connection with investigating or defending any such action or claim as updated from time to timesuch expenses are incurred.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, each of its directors and directors, each officer of the Company that signed its officers who signs the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a an “Company AffiliateAgent Indemnified Party”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, Agent Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or any amendment or supplement thereto, or (y) any Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, and will reimburse such Agent Indemnified Party for any legal or other expenses reasonably incurred by such Agent Indemnified Party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage action (whether or not such Agent Indemnified Party is caused directly by an a party thereto), whether threatened or commenced, based upon any such untrue statement or omission made omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed that the only information furnished by the Agent for use in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which Registration Statement or the Company acknowledges Prospectus consists solely of the material referred to statements set forth in Schedule 5 hereto, as updated from time to timethe sixth paragraph and the first sentence of the seventh paragraph under the caption “Plan of Distribution” in the Prospectus.

Agent Indemnification. Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company and its Company, each of the directors and of the Company, each officer of the officers of the Company that who shall have signed the Registration Statement, and each other person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losses, liabilities, claims, liabilitiesdamages and expenses whatsoever as incurred (including without limitation, expenses reasonable attorneys’ fees and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses whatsoever incurred in connection withinvestigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim assertedor litigation), as and when incurredjoint or several, to which they or any such Company Affiliate, of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, liabilities, claims, liabilities, damages or expenses (or damages actions in respect thereof) arise out of or are based upon (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus Statement, or any post-effective amendment or supplement theretothereof, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in it any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Placement Shares, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically), the Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that any such loss, liability, claim, liability, damage or expense arises out of or damage is caused directly by an based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in strict conformity with written information relating to such Agent and furnished to the Company by or on behalf of such Agent Agent, through Stifel expressly for inclusion in use therein, it being understood and agreed that the only such information furnished by any document as described in clause (x) of this Section 9(b), which the Company acknowledges Agent consists solely of the material referred to following information in Schedule 5 hereto, as updated from time to timethe Registration Statement or Prospectus furnished on behalf of each Agent: the legal names of each of the Agents included on the cover of the ATM Prospectus Supplement and the fifth and fourteenth paragraphs under the caption “Plan of Distribution” in the ATM Prospectus Supplement (the “Agent Information”).

Agent Indemnification. Each AgentThe Agents, severally and not jointly, agrees to shall indemnify and hold harmless the Company Company, its directors, officers and its directors and each officer of the Company that signed the Registration Statementemployees, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all lossesloss, claimsclaim, liabilitiesdamage or liability, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwiseseveral, or any claim asserted), as and when incurredaction in respect thereof, to which the Company or any such Company Affiliatedirector, officer, employee or controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise action arises out of of, or are is based upon upon, (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto, arising out of or caused by any omission or alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (yii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplements thereto, or caused by the omission or alleged omission to state in therein any such document a material fact required to be stated in it or necessary to make the statements therein, in it light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall apply but in each case only to the extent that such loss, claim, liability, expense the untrue statement or damage is caused directly by an alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written the Agent Information. The foregoing indemnity agreement is in addition to any liability that the Agents may otherwise have to the Company or to any such director, officer, employee or controlling person. The Company hereby acknowledges that the only information relating to such Agent and that the Agents have furnished to the Company by such Agent expressly for inclusion use in the Registration Statement, the Prospectus or any document as described Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in clause the seventh and eighth paragraphs under the caption “Plan of Distribution” in the Prospectus Supplement (x) of this Section 9(bthe “Agent Information”), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to time.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, each of its directors and each officer of the Company that signed its officers who signs the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the sixth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company Company, its directors, officers and its directors and each officer of the Company that signed the Registration Statementemployees, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any upon, in whole or in part, an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the sixth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such person for any legal or other expenses reasonably incurred by such person in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent shall indemnify and hold harmless the Company Company, its affiliates, directors, officers and its directors and each officer of the Company that signed the Registration Statementemployees, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all lossesloss, claimsclaim, liabilitiesdamage or liability, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwiseseveral, or any claim asserted), as and when incurredaction in respect thereof, to which the Company or any such Company Affiliateaffiliate, director, officer, employee or controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise action arises out of of, or are is based upon upon, (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto, arising out of or caused by any omission or alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (yii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplements thereto, or caused by the omission or alleged omission to state in therein any such document a material fact required to be stated in it or necessary to make the statements therein, in it light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall apply but in each case only to the extent that such loss, claim, liability, expense the untrue statement or damage is caused directly by an alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written the Agent Information. The foregoing indemnity agreement is in addition to any liability that the Agent may otherwise have to the Company or to any such director, officer, employee or controlling person. The Company hereby acknowledges that the only information relating to such that the Agent and has furnished to the Company by such Agent expressly for inclusion use in the Registration Statement, the Prospectus or any document as described Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in clause the seventh and eighth paragraphs under the caption “Plan of Distribution” in the Prospectus (x) of this Section 9(bthe “Agent Information”), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to time.

Agent Indemnification. Each Agent, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company and Company, each of its directors and directors, each officer of the Company that its officers who signed the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit liability or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)expense, as and when incurred, to which the Company, or any such Company Affiliatedirector, officer or controlling person may become subject subject, under the Securities Act, the Exchange Act Act, or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, or the Prospectus (or any such amendment or supplement thereto, to the foregoing) or (y) the omission or alleged omission to state in any such document therein a material fact required to be stated necessary in it or necessary order to make the statements therein, in it the light of the circumstances under which they were made, not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such loss, claim, liability, expense untrue statement or damage is caused directly by an alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Issuer Free Writing Prospectus or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such the Agent in writing expressly for inclusion use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any document as described such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Agent has furnished to the Company expressly for use in clause (xthe Registration Statement, any Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of this Section 9(b), which the Company acknowledges consists solely Securities Act or the Prospectus (or any amendment or supplement to the foregoing) is the statement set forth in the first sentence of the material referred ninth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement (the “Agent Information”). The indemnity agreement set forth in this ‎Section 11(b) shall be in addition to in Schedule 5 hereto, as updated from time to timeany liabilities that the Agent may otherwise have.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, each of its directors and each officer of the Company that signed its officers who signs the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, damages or liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which any such Company Affiliate, person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) any Permitted Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus consists of the statements set forth in the sixth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such person for any legal or other expenses reasonably incurred by such person in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage action (whether or not such person is caused directly by an a party thereto), whether threatened or commenced, based upon any such untrue statement or omission made in reliance upon and in conformity with written information relating to or any alleged untrue statement or omission as such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeexpenses are incurred.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, each of its directors and directors, each officer of the Company that who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the seventh paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company and Company, each of its directors and directors, each officer of the Company that who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement and the Prospectus consists of the statements set forth in the sixth paragraph under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”), and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, Agent agrees to indemnify and hold harmless the Company and its directors and Company, each officer of the Company that signed directors of the Registration StatementCompany, each of the officers and employees of the Company, and each other person, if any, who (i) controls the Company within the meaning of Section 15 of the U.S. Securities Act or Section 20 20(a) of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losseslosses (other than loss of profits), liabilities, claims, liabilitiesdamages and expenses whatsoever as incurred (including without limitation, expenses reasonable and damages (including, but not limited to, documented attorneys’ fees and any and all reasonable investigative, legal and other expenses whatsoever incurred in connection withinvestigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim assertedor litigation), as and when incurredjoint or several, to which they or any such Company Affiliate, of them may become subject under the U.S. Securities Act, the Exchange Act or other federal or state statutory law or regulationAct, at common law Canadian Securities Laws or otherwise, insofar as such losses, liabilities, claims, liabilities, damages or expenses (or damages actions in respect thereof) arise out of or are based upon or are caused or incurred, whether directly or indirectly, by reason of any (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto, or (yii) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements therein, in it the light of the circumstances under which they were made, not misleading; provided, howeverto the extent, that this indemnity agreement shall apply but only to the extent extent, that any such loss, liability, claim, liability, damage or expense arises out of or damage is caused directly by an based upon any such untrue statement or alleged untrue statement or omission or alleged omission or misrepresentation or alleged misrepresentation made therein in reliance upon and in strict conformity with written the Agent Information. The Company hereby acknowledges that the only information relating to such that the Agent and has furnished to the Company by such Agent expressly for inclusion use in the Registration Statement, the Prospectus or any document as described Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in clause (x) of this Section 9(b), which the Company acknowledges consists solely second sentence of the material referred to second paragraph and the sixth, ninth and tenth paragraphs under the caption “Plan of Distribution” in Schedule 5 hereto, as updated from time to timethe Prospectus (the “Agent Information”).

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, its directors and each officer of the Company that signed directors, its officers, who sign the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the ninth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, its directors and each officer of the Company that signed directors, its officers who signs the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the ninth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement action (whether or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to not the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(bis a party thereto), which the Company acknowledges consists solely of the material referred to in Schedule 5 heretowhether threatened or commenced, as updated from time to timesuch expenses are incurred.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, each of its directors and directors, each officer of the Company that signed its officers who signs the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a an “Company AffiliateAgent Indemnified Party”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, Agent Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or any amendment or supplement thereto, or (y) any Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make US-DOCS\95271282.8 the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, and will reimburse such Agent Indemnified Party for any legal or other expenses reasonably incurred by such Agent Indemnified Party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage action (whether or not such Agent Indemnified Party is caused directly by an a party thereto), whether threatened or commenced, based upon any such untrue statement or omission made omission, or any such alleged untrue statement or omission, as such expenses are incurred, it being understood and agreed that the only information furnished by the Agent for use in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which Registration Statement or the Company acknowledges Prospectus consists solely of the material referred to statements set forth in Schedule 5 hereto, as updated from time to timethe sixth paragraph and the first sentence of the seventh paragraph under the caption “Plan of Distribution” in the Prospectus.

Agent Indemnification. Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company and its Company, each of the directors and of the Company, each officer of the officers of the Company that who shall have signed the Registration Statement, and each other person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losses, liabilities, claims, liabilitiesdamages and expenses whatsoever as incurred (including without limitation, expenses reasonable attorneys’ fees and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses whatsoever incurred in connection withinvestigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim assertedor litigation), as and when incurredjoint or several, to which they or any such Company Affiliate, of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, liabilities, claims, liabilities, damages or expenses (or damages actions in respect thereof) arise out of or are based upon (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus Statement, or any post-effective amendment or supplement theretothereof, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in it any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Placement Shares, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically), the Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that any such loss, liability, claim, liability, damage or expense arises out of or damage is caused directly by an based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in strict conformity with written information relating to such Agent and furnished to the Company by or on behalf of such Agent Agent, through Stifel expressly for inclusion in use therein, it being understood and agreed that the only such information furnished by any document as described in clause (x) of this Section 9(b), which the Company acknowledges Agent consists solely of the material referred to following information in Schedule 5 hereto, as updated from time to timethe Registration Statement or Prospectus furnished on behalf of each Agent: the legal names of each of the Agents included on the cover of the ATM Prospectus and the fifth and fourteenth paragraphs under the caption “Plan of Distribution” in the ATM Prospectus (the “Agent Information”).

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and each of its directors and directors, each officer of the Company that who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the fifth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.