Common use of Indemnification by the Selling Shareholder Clause in Contracts

Indemnification by the Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Shareholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based on any untrue statement or alleged untrue statement of a material fact included in or incorporated by reference in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any materials or information provided to investors by, or with the approval of, such Selling Shareholder in connection with the marketing of the offering of the Securities, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(e) below) any such settlement is effected with the written consent of the Selling Shareholder; against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) though (ii) above; provided, however, that each Selling Shareholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Selling Shareholder Information; further provided, however, that the liability of any Selling Shareholder pursuant to this Section 8(b) shall not exceed the gross proceeds (net of any underwriting discounts and commissions but before deducting other expenses) from the sale of the Securities sold by such Selling Shareholder hereunder.

Indemnification by the Selling Shareholder. The Selling Shareholder agrees to indemnify will indemnify, defend and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and Underwriters Indemnified Parties against any losses, claims, damages or liabilities, joint or several, to which such Underwriter the Underwriters may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Shareholder)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) arising out of or based on any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in the Registration Statement (or any amendment thereto)Statement, including any the information deemed to be a part thereof of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430BRules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based on any misleading; (ii) an untrue statement or alleged untrue statement of a material fact included contained in or incorporated by reference in any Preliminary the Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any materials or information provided to investors by, or with the approval of, such Selling Shareholder in any other materials used in connection with the marketing of the offering of the SecuritiesOffering, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) , and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against any and all such loss, liability, claim, damage damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and expense whatsoeverwarranties of such Selling Shareholder contained herein; or (iv) in whole or in part, as incurredany material failure of such Selling Shareholder to perform its obligations hereunder or under law, to and will reimburse the extent of the aggregate amount paid in settlement of Underwriter Indemnified Parties for any litigation, legal or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(e) below) any such settlement is effected with the written consent of the Selling Shareholder; against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives), other expenses reasonably incurred by them in investigatingconnection with evaluating, preparing investigating or defending against any litigationsuch loss, claim, damage, liability or any investigation or proceeding by any governmental agency or bodyaction; provided, commenced or threatenedhowever, or any claim whatsoever based upon that the Selling Shareholder shall not be liable in any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense loss, claim, damage, liability or action arises out of or is not paid under (i) though (ii) above; provided, however, that each Selling Shareholder shall be subject to such liability only to the extent that the based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or, in reliance upon and in conformity with the Selling Shareholder Underwriter Information; further provided, however, that the liability of any Selling Shareholder pursuant to this Section 8(b) shall not exceed the gross proceeds (net of any underwriting discounts and commissions but before deducting other expenses) from the sale of the Securities sold by such Selling Shareholder hereunder.

Indemnification by the Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such the Selling Shareholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arising arise out of or are based on any upon an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in the Registration Statement (or any amendment thereto)Statement, including the 430A Information and any other information deemed to be a part thereof of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430Bthe Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or in any marketing materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (the “Marketing Materials”), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Underwriter for any legal or arising out of or based on any untrue statement or alleged untrue statement of a material fact included in or incorporated other expenses reasonably incurred by reference in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any materials or information provided to investors by, or with the approval of, such Selling Shareholder it in connection with the marketing of the offering of the Securities, investigating or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) defending against any and all such loss, liability, claim, damage and expense whatsoeverdamage, liability or action as such expenses are incurred; provided, to however, that (x) the extent of the aggregate amount paid Selling Shareholder shall be liable in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(e) below) any such settlement is effected with the written consent of the Selling Shareholder; against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case only to the extent that any such expense loss, claim, damage, liability or action arises out of or is not paid under (i) though (ii) above; provided, however, that each Selling Shareholder shall be subject to such liability only to the extent that the based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any issuer free writing prospectus or in any Marketing Materials in reliance upon and in conformity with Selling Shareholder Information relating to the Selling Shareholder, and (y) in no event shall the Selling Shareholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters” discounts and commissions) received by the Selling Shareholder Information; further provided, however, that the liability of any Selling Shareholder pursuant to this Section 8(b) shall not exceed the gross proceeds (net of any underwriting discounts and commissions but before deducting other expenses) from the sale of the Securities sold by such Selling Shareholder hereunderpursuant to this Agreement.

Indemnification by the Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement, each Underwriter, its affiliateseach affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act, directors and officers and each person, if any, who controls such the Company or any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise and liabilities (including any legal or other expenses reasonably incurred in settlement of connection with defending or investigating any litigation if such settlement is effected with the written consent of such Selling Shareholder), insofar as such losses, claims, damages action or liabilities (or actions in respect thereofclaim) (i) arising that arise out of or are based on upon any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in the Registration Statement (or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto), including any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information deemed that the Company has filed, or is required to be a part thereof file, pursuant to Rule 430B433(d) under the Securities Act, any road show, or the Prospectus or any amendment or supplement thereto, or that arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out misleading, but in each case only with reference to the Selling Shareholder Information (as defined in the following sentence). It being understood and agreed that the only such information furnished by the Selling Shareholder consists of or based on any untrue statement or alleged untrue statement (A) the legal name, address and the number of a material fact included Common Shares and Class B common shares of the Company, par value $0.001 per share, owned by the Selling Shareholder before and after the offering and (B) the other information with respect to the Selling Shareholder (excluding percentages) which appear in or incorporated by reference in any Preliminary Prospectusthe table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” (collectively, any Issuer Free Writing Prospectuswith respect to the Selling Shareholder, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any materials or information provided to investors by, or with the approval of, such “Selling Shareholder in connection with the marketing of the offering of the Securities, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(e) below) any such settlement is effected with the written consent Information”). The liability of the Selling Shareholder; against any and all expense whatsoever, as incurred (including Shareholder under the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred indemnity agreement contained in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, this paragraph shall be limited to an amount equal to the extent that any such expense is not paid under (i) though (ii) above; provided, however, that each Selling Shareholder shall be subject to such liability only to aggregate Public Offering Price of the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with Shares sold by the Selling Shareholder Information; further provided, however, that the liability of any Selling Shareholder pursuant to under this Section 8(b) shall not exceed the gross proceeds (net of any Agreement after deducting underwriting discounts and commissions but before deducting other expenses) from (with respect to the sale of Selling Shareholder, the Securities sold by such “Selling Shareholder hereunderNet Proceeds”).

Indemnification by the Selling Shareholder. The (a) In connection with a Demand Registration or Piggyback Registration, any Selling Shareholder agrees to shall indemnify and hold harmless to the extent permitted by law the Company and its Affiliates as well as each Underwriterof their respective directors, its affiliatesofficers, directors employees, mandataries and officers and each personshareholders, if anywith respect to any loss (excluding loss of profit), who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Actliability, from and against any losses, claimsclaim, damages or liabilitiesand costs whatsoever, joint or several, to which such Underwriter may become subject, under including the Act or otherwise (including sums paid in settlement of any litigation if such settlement is effected with the written consent of such Selling Shareholder)an investigation, insofar as such lossesordinance, claimsorder, damages litigation, lawsuit or liabilities (claim, whether joint or actions in respect thereof) (i) arising out of solidary, suffered or incurred, stemming from or based on any untrue statement a misrepresentation or alleged untrue statement misrepresentation of a material fact contained in a Prospectus or incorporated by reference in the Registration Statement (or any an amendment thereto)thereof, including any information deemed to be a part thereof pursuant to Rule 430Ball documents incorporated therein by reference, or the its omission or alleged omission therefrom of a material fact required to which must be stated therein disclosed in it or that is necessary to make the statements made therein not misleading or arising out of or based on any untrue statement or alleged untrue statement of a material fact included in or incorporated by reference in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any materials or information provided to investors by, or with the approval of, such Selling Shareholder in connection with the marketing of the offering of the Securities, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, or suffered or incurred and stemming from or based on the failure to comply with applicable Canadian Securities Legislation by such Selling Shareholder (for greater certainty, other than the Company’s, other Selling Shareholder(s)’ or any other party’s failure to comply with applicable Canadian Securities Legislation) in connection with the applicable Demand Registration or Piggyback Registration, but, in any case, only regarding misrepresentations or omissions or alleged misrepresentations or omissions made in the Prospectus, including all documents incorporated therein by reference, and included based on and in accordance with written information provided to the Company by or on behalf of such Selling Shareholder about such Selling Shareholder for the purpose of preparing the Prospectus; however, the Selling Shareholder shall not misleadingbe liable under this subsection 4.3(a) for any settlement of an action made without its written consent, which consent shall not be unreasonably denied or delayed; (iiin addition, the indemnity contemplated by this subsection 4.3(a) against any and all shall not apply to a loss, liability, claim, damage and expense whatsoever, damages or costs insofar as incurred, to they stem from a misrepresentation or omission or an alleged misrepresentation or omission found in a Prospectus if the extent of the aggregate amount paid in settlement of any litigation, Company (or any investigation Person acting on its behalf, including the Persons who participate as underwriters for the Offering or proceeding the sale of Eligible Securities in connection with a Demand Registration or Piggyback Registration, but other than an underwriter whose services are retained by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(e) below) any such settlement is effected the Selling Shareholder in connection with the written consent an Offering on behalf of the Selling Shareholder; against any and all expense whatsoeverShareholder only) has not sent or delivered a copy of the Prospectus to the Person asserting such loss, as incurred (including liability, claim, damages or costs at the reasonable fees and disbursements latest at the time of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any remittance of written confirmation of a sale of securities covered thereby to such untrue statement Person where such Prospectus corrected such misrepresentation or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not . The amounts paid under (i) though (ii) above; provided, however, that each Selling Shareholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with by the Selling Shareholder Information; to a Corporation Indemnified Party under this subsection 4.3(a) further provided, however, that to any such loss shall be reimbursed to the liability of any Selling Shareholder pursuant if a court determines in a final judgement without the possibility of appeal or review that such Corporation Indemnified Party was not entitled to this Section 8(b) shall not exceed indemnification by the gross proceeds (net of any underwriting discounts and commissions but before deducting other expenses) from the sale of the Securities sold by such Selling Shareholder hereunderShareholder.

Indemnification by the Selling Shareholder. The Selling Each selling Shareholder agrees (severally and not jointly) to indemnify and hold harmless each Underwriterharmless, to the full extent permitted by law, the Company, its affiliatesAffiliates, directors and officers and their respective directors, officers, shareholders, employees, advisors, agents, each person, if any, Person who controls such Underwriter the Company (within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, ) and each other Shareholder from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Shareholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) Losses resulting from (i) arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or any other Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference in the Registration Statement (or any amendment theretotherein), including or (ii) any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based on any untrue statement or alleged untrue statement (in the case of a material fact included in Prospectus or incorporated by reference in any Preliminary preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any materials or information provided to investors by, or with the approval of, such Selling Shareholder in connection with the marketing of the offering of the Securities, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading; (ii) against provided, however, that the selling Shareholders shall not be liable to any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid particular indemnified party in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that case (subject to Section 8(eA) below) any such settlement is effected with the written consent of the Selling Shareholder; against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense Loss arises out of or is not based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement or any other such Registration Statement in reliance upon and in conformity with written information furnished to the Company by a party other than the Shareholders expressly for use in the preparation thereof, (B) for any amounts paid under in settlement of any such Loss if such settlement is effected without the consent of the Shareholders, or (iC) though (ii) above; provided, however, that each Selling Shareholder shall be subject to such liability only if and to the extent that that, in the case of a sale directly by a Shareholder (including a sale of such Registrable Securities through any underwriter retained by such Shareholder to engage in a distribution solely on behalf of such Shareholder) such untrue statement or alleged untrue statement or omission or alleged omission was made contained in reliance upon a preliminary Prospectus and corrected in conformity with a final or amended Prospectus, and the Selling Company failed to deliver to such Shareholder Information; further provided, however, that a copy of the final or amended Prospectus at or prior to the confirmation of the sale of Registrable Securities to the Person asserting any such Loss in any case where such delivery is required by the Securities Act or any state securities laws. In no event shall the liability of any Selling selling Shareholder pursuant to this Section 8(b) shall not exceed hereunder be greater in amount than the gross dollar amount of the net proceeds (net of any underwriting discounts and commissions but before deducting other expenses) from received by such Shareholder under the sale of the Registrable Securities sold giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Selling Persons specifically for inclusion in any Prospectus, the Shelf Registration Statement or other Registration Statement. Each Shareholder hereunderalso shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company.

Indemnification by the Selling Shareholder. The Selling Shareholder Shareholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such the Selling Shareholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arising arise out of or are based on any upon an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in the any Registration Statement (or any amendment thereto)Statement, including the 430A Information and any other information deemed to be a part thereof of such Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, the Preliminary Prospectus, the Time of Sale Disclosure Package, any Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 430B433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Underwriter for any legal or arising out of or based on any untrue statement or alleged untrue statement of a material fact included in or incorporated other expenses reasonably incurred by reference in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any materials or information provided to investors by, or with the approval of, such Selling Shareholder it in connection with the marketing of the offering of the Securities, investigating or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) defending against any and all such loss, liability, claim, damage and expense whatsoeverdamage, liability or action as such expenses are incurred; provided, to the extent of the aggregate amount paid however, that (x) a Selling Shareholder shall be liable in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(e) below) any such settlement is effected with the written consent of the Selling Shareholder; against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case only to the extent that any such expense loss, claim, damage, liability or action arises out of or is not paid under (i) though (ii) above; provided, however, that each Selling Shareholder shall be subject to such liability only to the extent that the based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with Selling Shareholder Information relating to the Selling Shareholder, and (y) in no event shall any Selling Shareholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters” discounts and commissions) received by the Selling Shareholder Information; further provided, however, that the liability of any Selling Shareholder pursuant to this Section 8(b) shall not exceed the gross proceeds (net of any underwriting discounts and commissions but before deducting other expenses) from the sale of the Securities sold by such Selling Shareholder hereunderADSs pursuant to this Agreement.

Indemnification by the Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless (i) each Underwriter, its affiliatesdirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 the Securities Act or the Exchange Act and (ii) the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or Section 20 of the Exchange Act, from and against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Underwriter Underwriter, director, officer, employee, agent or controlling person may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Shareholder), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) (i) arising arises out of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or arising out of or based on upon any untrue statement or alleged untrue statement of a material fact included contained in or incorporated by reference in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Disclosure Package any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any materials or information provided to investors by, or with the approval of, such Selling Shareholder in connection with the marketing of the offering of the SecuritiesNon-IFWP Road Show, or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against , and to reimburse the Company, each Underwriter, and their respective officers, directors, employees, agents and each such controlling person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(e) below) any such settlement is effected with the written consent of the Selling Shareholder; against any and all expense whatsoever, as incurred expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives), ) as such expenses are reasonably incurred by the Company, such Underwriter, or their respective officers, directors, employees, agents or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) though (ii) aboveaction; provided, however, that each the Selling Shareholder shall be subject to such liability liable hereunder only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholder Information; further providedexpressly for use therein, however, that and only up to such amount equal to the liability of any net proceeds received by the Selling Shareholder pursuant to this Agreement. The indemnity agreement set forth in this Section 8(b7(c) shall be in addition to any liabilities that the Selling Shareholder may otherwise have. This Section 7(c) shall not exceed affect or modify any separate, valid agreement relating to indemnification between the gross proceeds (net of any underwriting discounts Company, on the one hand, and commissions but before deducting the Selling Shareholder, on the other expenses) from the sale of the Securities sold by such Selling Shareholder hereunderhand.