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

Indemnification of Company, Directors and Officers and Selling Shareholders. The Underwriter 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 Securities Act or Section 20 of the Exchange Act, and each Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense 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, made in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, the Basic Prospectus, any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, that the parties acknowledge and agree that the only written information that the Underwriter has furnished to the Company specifically for inclusion in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package and Prospectus (or any amendment or supplement thereto) is the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its their directors, each of its their officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each Selling Shareholder and each person, if any, who controls the any Selling Shareholder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act against any and all loss, liability, claim, damage and expense 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, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any Preliminary Prospectus, the Basic Prospectus, any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the such Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package ) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto agree that such written information consists of: the information in the table under the caption “Underwriting,” the information in the first paragraph under the caption “Underwriting—Commissions and Discounts,” and the information under the caption “Underwriting—Internet Distribution”; providedprovided however, that the parties acknowledge and agree that Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the only written information that the Underwriter has furnished Company’s failure to the Company specifically for inclusion in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package and Prospectus (or any amendment or supplement theretoperform its obligations under Section 3(a) is the Underwriter Informationof this Agreement.

Indemnification of Company, Directors and Officers and Selling Shareholders. The 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each Selling Shareholder and each person, if any, who controls the any Selling Shareholder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act against any and all loss, liability, claim, damage and expense 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, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any Preliminary Prospectuspreliminary prospectus, the Basic Prospectus, or any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or any Selling Shareholder Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by the such Underwriter through Kxxxx Bxxxxxxx expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, any Preliminary Prospectus or any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto)) or any Selling Shareholder Free Writing Prospectus; provided, provided that the parties acknowledge and agree that the only written information that the Underwriter has Underwriters have furnished to the Company specifically for inclusion in the Registration Statement (Statement, preliminary prospectus, or any amendment thereto), any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package Prospectus and Prospectus (or any amendment or supplement thereto) or any Selling Shareholder Free Writing Prospectus is in the Underwriter Informationfirst paragraph of text under the caption “Underwriting — Commissions and Expenses” and the information contained under the captions “Underwriting — Stabilization” and “Underwriting — Passive Market Making.”

Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its their directors, each of its their officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each Selling Shareholder and each person, if any, who controls the any Selling Shareholder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act against any and all loss, liability, claim, damage and expense 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, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any Preliminary Prospectus, the Basic Prospectuspreliminary prospectus, any Issuer-Represented Issuer Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the such Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package ) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto agree that such written information consists of: the information in the table under the caption “Underwriting,” the information in the first paragraph under the caption “Underwriting—Commissions and Discounts,” and the information under the caption “Underwriting—Internet Distribution”; providedprovided however, that the parties acknowledge and agree that Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the only written information that the Underwriter has furnished Company’s failure to the Company specifically for inclusion in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package and Prospectus (or any amendment or supplement theretoperform its obligations under Section 3(a) is the Underwriter Informationof this Agreement.

Indemnification of Company, Directors and Officers and Selling Shareholders. The 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act against any and all loss, liability, claim, damage and expense 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, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any Preliminary Prospectuspreliminary prospectus, the Basic Prospectus, or any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing ProspectusWritten Testing-the-Waters Communication, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriter Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package, or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, that the parties acknowledge and agree that the only written information that the Underwriter has furnished to the Company specifically for inclusion in the Registration Statement (or any amendment thereto), any Preliminary Prospectuspreliminary prospectus, any Issuer-Represented Free Writing Prospectus, any Testing-the-Waters Communication, any road show, the General Disclosure Package and Package, or Prospectus (or any amendment or supplement thereto) is the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally and not jointly 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each Selling Shareholder and each person, if any, who controls the any Selling Shareholder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act against any and all loss, liability, claim, damage and expense 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, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any Preliminary Prospectus, the Basic Prospectus, any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriter Representatives expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package ) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, that the parties acknowledge it being understood and agree agreed that the only written such information that furnished by any Underwriter consists of the Underwriter has furnished to the Company specifically for inclusion following information in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, any road showProspectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the "Underwriting Commissions and Discounts" paragraph under the caption "Underwriting", the General Disclosure Package information contained in the "Short Sales, Stabilizing Transactions and Prospectus (or any amendment or supplement thereto) is Penalty Bids" paragraph under the Underwriter Informationcaption "Underwriting".

Indemnification of Company, Directors and Officers and Selling Shareholders. The 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense 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, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any Preliminary Prospectuspreliminary prospectus, the Basic Prospectus, or any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing ProspectusWritten Testing-the-Waters Communication, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriter Representatives expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, any Preliminary Prospectus or any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing ProspectusWritten Testing-the-Waters Communication, any road show, the General Disclosure Package Package, or the Prospectus (or any amendment or supplement thereto); provided, provided that the parties acknowledge and agree that the only written information that the Underwriter has Underwriters have furnished to the Company specifically for inclusion in the Registration Statement (Statement, preliminary prospectus, or any amendment thereto), any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package Prospectus and Prospectus (or any amendment or supplement thereto) is the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. The 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each Selling Shareholder and each person, if any, who controls the any Selling Shareholder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, against any and all loss, liability, claim, damage and expense 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, made in the Registration Statement (or any amendment thereto), including the Rule 430 Information or any Preliminary Prospectus, the Basic Prospectus, any Issuer-Represented Issuer Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriter Representatives expressly for use therein. It is understood and agreed by the parties hereto that the only written information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430 Information or any Preliminary Prospectus any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Issuer Free Writing Prospectus, any road show, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto); provided, that the parties acknowledge and agree that the only written information that the Underwriter has furnished to the Company specifically for inclusion ) are contained in the Registration Statement (or any amendment thereto)first paragraph under “Commissions and Discounts”, any 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, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package and Prospectus (or any amendment or supplement thereto) is the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. The 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 Securities 1933 Act or Section 20 of the Exchange Act1934 Act (the foregoing indemnified parties are hereinafter referred to as the “Company Indemnified Parties”), and each Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Indemnified Party against any and all loss, liability, claim, damage and expense whatsoever 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, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any Preliminary Prospectuspreliminary prospectus, the Basic Prospectus, or any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriter Representative expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus including the Rule 430A Information or such preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto); provided, provided that the parties acknowledge and agree that the only written information that the Underwriter has Underwriters have furnished to the Company specifically for inclusion in the Registration Statement (Statement, preliminary prospectus, or any amendment thereto), any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package Prospectus and Prospectus (or any amendment or supplement thereto) is the Underwriter Informationinformation included in the following subsections of the section entitled “Underwriting” in the Prospectus: (1) the fourth paragraph under the “Underwriting” section, (2) “Stabilization, Short Positions and Penalty Bids”, (3) “Passive Market Making”, (4) “Affiliations”, and (5) “Selling Restrictions”.

Indemnification of Company, Directors and Officers and Selling Shareholders. The Underwriter agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the a Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense 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, made in the any Registration Statement (or any amendment thereto), any Preliminary Prospectus, the any Basic Prospectus, any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the any Registration Statement (or any amendment thereto), any Preliminary Prospectus any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, that the parties acknowledge and agree that the only written information that the Underwriter has furnished to the Company specifically for inclusion in the any Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package and Prospectus (or any amendment or supplement thereto) is the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. The 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 Securities Act or Section 20 of the Exchange Act, and each Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense 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, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any Preliminary Prospectus, the Basic Prospectuspreliminary prospectus, any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriter Representatives expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus preliminary prospectus, any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, that the parties acknowledge and agree that the only written information that the Underwriter has Underwriters have furnished to the Company specifically for inclusion in the Registration Statement (or any amendment thereto), any Preliminary Prospectuspreliminary prospectus, any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package and Prospectus (or any amendment or supplement thereto) is the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. The Underwriter 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act against any and all loss, liability, claim, damage and expense 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, made in the Registration Statement (or any amendment thereto), including the Rule 430 Information, or any Preliminary Prospectus, the Basic Prospectus, or any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing ProspectusWritten Testing-the-Waters Communication, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto)) or such Preliminary Prospectus, any Preliminary Prospectus or any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing ProspectusWritten Testing-the-Waters Communication, any road show, the General Disclosure Package Package, or the Prospectus (or any amendment or supplement thereto); provided, provided that the parties acknowledge and agree that the only written information that the Underwriter has furnished to the Company specifically expressly for inclusion use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, any Testing-the-Waters Communication, any road show, the General Disclosure Package and Package, or Prospectus (or any amendment or supplement thereto) is the Underwriter Information.