Common use of Indemnification of Company, Directors and Officers and Selling Shareholder Clause in Contracts

Indemnification of Company, Directors and Officers and Selling Shareholder. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense (including the reasonable and documented fees and disbursements of counsel for the indemnified parties), described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), 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, made in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholder. Each The Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense (including the reasonable and documented fees and disbursements of counsel for the indemnified parties), described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, of a material fact contained made in the Registration Statement (or any amendment thereto), including the Rule 430A Information430 Information or any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto), 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, made ) in reliance upon and in conformity with written information furnished to the Company by the Underwriter Informationexpressly for use therein. It is understood and agreed by the parties hereto that the only written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430 Information or any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are contained in the first paragraph under “Commissions and Discounts”, under “Other Relationships” and in the first two paragraphs under “Price Stabilization and Short Positions” in the section entitled “Underwriting” in the Preliminary Prospectus and the Prospectus.

Indemnification of Company, Directors and Officers and Selling Shareholder. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense (including the reasonable and documented fees and disbursements of counsel for the indemnified parties), described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, of a material fact contained made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any Issuer Free Writing Prospectus, preliminary prospectus or the General Disclosure Package Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Xxxxx Xxxxxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or provided that the omission or alleged omission therefrom parties acknowledge and agree that the only information furnished in writing by Xxxxx Xxxxxxxx on behalf of a material fact necessary in order to make the statements therein, Underwriters expressly for use in the light of Registration Statement or Prospectus are the circumstances concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting” and the information contained under which they were made not misleading, made in reliance upon the captions “Underwriting—Stabilization” and in conformity with the Underwriter Information“Underwriting—Passive Market Making”.

Indemnification of Company, Directors and Officers and Selling Shareholder. Each The Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 ActAct (the “Company Indemnitees”), and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (the “Selling Shareholder Indemnitees”), against any and all loss, liability, claim, damage and expense (including the reasonable and documented fees and disbursements of counsel for the indemnified parties), described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, of a material fact contained made in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information, any Issuer Free Writing Prospectus430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), 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, made ) in reliance upon and in conformity with the Underwriter Information.