Common use of Indemnification of the Company and the Selling Stockholders Clause in Contracts

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and officers and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary 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, in each case to the extent, but only to the extent, that 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), in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and in the third, fifth and ninth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, against but only with respect to any losslosses, claimclaims, damagedamages or liabilities (including, liability without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities Act, the Exchange Act) that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementany Preliminary Prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (Written Testing-the-Waters Communication, any road show or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth information contained in the table in the first paragraph fifth, tenth and in the third, fifth and ninth fourteenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have”.

Indemnification of the Company and the Selling Stockholders. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and officers and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters Underwriter or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary 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, in each case to the extent, but only to the extent, that 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), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriter expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only information that the Underwriters have Underwriter has furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and in the thirdfourth, fifth sixth and ninth tenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Company, its directors, its officers who signed the Registration Statement, the Selling Stockholder and their respective directors and officers Stockholders and each person, if any, who controls the Company or such any Selling Stockholder, as applicable, Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct to the same extent as the indemnity set forth in Section 9(a) above, against but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities Act, the Exchange Actliabilities that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary 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, in each case to the extent, but only to the extent, that 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 (road show or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has been subsequently amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are or any Pricing Disclosure Package (including any Pricing Disclosure Package that has been subsequently amended) furnished on behalf of each Underwriter: the statements set forth concession and reallowance figures appearing in the table in the first third paragraph and in the third, fifth and ninth paragraphs under the caption “Underwriting,” the information contained in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have[thirteenth and fourteenth] paragraphs and the second and third sentences of the [fifteenth] paragraph under the caption “Underwriting.”

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, against but only with respect to any losslosses, claimclaims, damagedamages or liabilities (including reasonable and documented legal fees and other expenses reasonably incurred and documented in connection with any suit, liability action or expense, as incurred, to which the Company proceeding or a Selling Stockholder or any such director or controlling person may become subject, under the Securities Act, the Exchange Actclaim asserted) that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementany Preliminary Prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (road show or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth concession and reallowance figures appearing in the table [third paragraph under the caption “Underwriting”, the information contained in the first paragraph thirteenth, fourteenth and in the third, fifth and ninth fifteenth paragraphs under the caption “Underwriting” in relating to distributions, price stabilization, short positions and penalty bids (such information, the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each “Underwriter may otherwise haveInformation”)].

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Company, its directors, its officers who signed the Registration Statement, the Selling Stockholder and their respective directors and officers Stockholders and each person, if any, who controls the Company or such any Selling Stockholder, as applicable, Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct to the same extent as the indemnity set forth in Section 9(a) above, against but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities Act, the Exchange Actliabilities that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary 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, in each case to the extent, but only to the extent, that 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 (road show or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has been subsequently amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are or any Pricing Disclosure Package (including any Pricing Disclosure Package that has been subsequently amended) furnished on behalf of each Underwriter: the statements set forth concession and reallowance figures appearing in the table in the first third paragraph and in the third, fifth and ninth paragraphs under the caption “Underwriting,” the information contained in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have[first and second] paragraphs and the [second and third] sentences of the third paragraph under the caption “Underwriting—Price stabilization and short positions.”

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent Act and each of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary 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, in each case Selling Stockholders to the extentsame extent as the indemnity set forth in paragraph (a) above, but only with respect to the extentany losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), that such arise out of, or are based upon, any untrue statement or omission 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), in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Underwriters expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only information that the Underwriters have furnished to the Company Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended); it being understood and agreed upon that the statements set forth only such information furnished by any Underwriter consists of the following information in the table Prospectus furnished on behalf of each Underwriter: the information contained in the first paragraph the, fourth and in the third, fifth and ninth twelfth through fourteenth paragraphs under the caption “Underwriting” in ”, provided that the Prospectus. The indemnity agreement set forth in aggregate liability of each Underwriter under this Section 8(csubsection (c) shall be in addition no event exceed the net underwriting discounts and commissions (after fees and expenses) received by such Underwriter with respect to any liabilities that each Underwriter may otherwise havethe offer of the Offered Securities.

Indemnification of the Company and the Selling Stockholders. Each The Underwriter agrees, severally and not jointly, to will indemnify and hold harmless the Company Company, each of its directors and each Selling Stockholder and their respective directors and of its officers who signs the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Selling Stockholders (each, an “Underwriter Indemnified Party”) against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of 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, therein not misleading, in each case to the extent, but only to the extent, that 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), in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly Underwriter specifically for use therein; , and to will reimburse the Company and each Selling Stockholder any legal or any such director or controlling person for any and all other expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. The Company proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and each Selling Stockholder hereby acknowledge agreed that the only such information that furnished by the Underwriters have furnished to Underwriter consists of the Company expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Final Prospectus or furnished on behalf of the Prospectus (or any amendment or supplement thereto) are Underwriter: the statements set forth in the table in the first paragraph second and in the third, fifth and ninth third paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have—Price Stabilization and Short Positions”.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each of the Selling Stockholders, against any lossits directors, claimofficers, damageaffiliates and each person, liability or expenseif any, as incurred, to which who controls the Company or a Selling Stockholder or any such director or controlling person may become subject, under within the meaning of Section 15 of the Securities Act, Act or Section 20 of the Exchange ActAct to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementany Preliminary Prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (Written Testing-the-Waters Communication, any road show or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth concession and reallowance figures appearing in the table third paragraph under the caption “Underwriting”, the information contained in the first paragraph eighteenth, nineteenth and in the third, fifth and ninth twentieth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have”.

Indemnification of the Company and the Selling Stockholders. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and officers and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters Underwriter or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary 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, in each case to the extent, but only to the extent, that 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), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriter expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only information that the Underwriters have Underwriter has furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and in the thirdfourth, fifth sixth and ninth tenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company and the Selling Stockholders. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company and each Company, its directors, its officers who signed the Registration Statement, the Selling Stockholder and their respective directors and officers Stockholders and each person, if any, who controls the Company or such any Selling Stockholder, as applicable, Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct to the same extent as the indemnity set forth in Section 9(a) above, against but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities Act, the Exchange Actliabilities that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary 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, in each case to the extent, but only to the extent, that 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 (road show or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has been subsequently amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by the Underwriters have furnished to Underwriter consists of the Company expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are or any Pricing Disclosure Package (including any Pricing Disclosure Package that has been subsequently amended) furnished on behalf of the statements set forth in Underwriter: the table information contained in the first paragraph and in the third, fifth second and ninth paragraphs third sentences of the second paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have—Price stabilization and short positions.”

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless the Company Company, each of its directors and each Selling Stockholder and their respective directors and of its officers who signs the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each Selling Stockholder (each, an “Underwriter Indemnified Party”) against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of 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, therein not misleading, in each case to the extent, but only to the extent, that 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), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriters expressly Representatives specifically for use therein; , and to will reimburse the Company and each Selling Stockholder any legal or any such director or controlling person for any and all other expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. The Company proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and each Selling Stockholder hereby acknowledge agreed that the only such information that furnished by any Underwriter consists of (i) the Underwriters have furnished to the Company expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Final Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth concession figure appearing in the table in the first fifth paragraph and in the third, fifth and ninth paragraphs under the caption “Underwriting” ”; and (ii) the following information in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise haveFinal Prospectus furnished on behalf of the Representatives: the ninth paragraph under the caption “Underwriting”.