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, its directors, 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 of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement 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, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, 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 only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the fifth, tenth and fourteenth paragraphs under the caption “Underwriting”.

Indemnification of the Company and the Selling Stockholders. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its Company and each Selling Stockholder and their respective directors and 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 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 Exchange Act and each Underwriter or effected without the written consent of the Selling Stockholders to the same extent as the indemnity set forth Company in paragraph (a) aboveaccordance with Section 8(e)), but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurredloss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of, of or are is based upon, upon any untrue statement or omission or alleged untrue statement 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 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), any Preliminary Prospectusor 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 Written Testing-the-Waters Communication, any road show Preliminary Prospectus or the Prospectus (or any Pricing Disclosure Package amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by the 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 Pricing Disclosure Package that has subsequently been amended)such director or controlling person in connection with investigating, it being understood defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and agreed upon each Selling Stockholder hereby acknowledge that the only such information that the Underwriter has furnished by any Underwriter consists of to the following information Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus furnished on behalf of each Underwriter: or the information contained Prospectus (or any amendment or supplement thereto) are the statements set forth in the fifthtable in the first paragraph and in the fourth, sixth and tenth and 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 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, its directors, its Company and each Selling Stockholder and their respective directors and 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 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 Exchange Act and each Underwriters or effected without the written consent of the Selling Stockholders to the same extent as the indemnity set forth Company in paragraph (a) aboveaccordance with Section 8(e)), but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurredloss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of, of or are is based upon, upon any untrue statement or omission or alleged untrue statement 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 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), any Preliminary Prospectusor 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 Written Testing-the-Waters Communication, any road show Preliminary Prospectus or the Prospectus (or any Pricing Disclosure Package 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 Pricing Disclosure Package that has subsequently been amended)such director or controlling person in connection with investigating, it being understood defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and agreed upon each Selling Stockholder hereby acknowledge that the only such information that the Underwriters have furnished by any Underwriter consists of to the following information Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus furnished on behalf of each Underwriter: or the information contained Prospectus (or any amendment or supplement thereto) are the statements set forth in the fifthtable in the first paragraph and in the third, tenth fifth and fourteenth 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, its directors, 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 of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) ), that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement 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, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, ) 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 only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the fifththe, tenth fourth and twelfth through fourteenth paragraphs under the caption “Underwriting”, provided that the aggregate liability of each Underwriter under this subsection (c) shall in no event exceed the net underwriting discounts and commissions (after fees and expenses) received by such Underwriter with respect to the offer of the Offered Securities.

Indemnification of the Company and the Selling Stockholders. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its Company and each Selling Stockholder and their respective directors and 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 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 Exchange Act and each Underwriter or effected without the written consent of the Selling Stockholders to the same extent as the indemnity set forth Company in paragraph (a) aboveaccordance with Section 8(e)), but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurredloss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of, of or are is based upon, upon any untrue statement or omission or alleged untrue statement 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 of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectusor 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 Written Testing-the-Waters Communication, any road show Prospectus or the Prospectus (or any Pricing Disclosure Package amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by the 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 Pricing Disclosure Package that has subsequently been amended)such director or controlling person in connection with investigating, it being understood defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and agreed upon each Selling Stockholder hereby acknowledge that the only such information that the Underwriter has furnished by any Underwriter consists of to the following information Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus furnished on behalf of each Underwriter: or the information contained Prospectus (or any amendment or supplement thereto) are the statements set forth in the fifthtable in the first paragraph and in the fourth, sixth and tenth and 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 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, its directors, its officers who signed the Registration Statement Statement, the Selling Stockholders and each person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (aSection 9(a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement 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, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, 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 been subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has been subsequently amended) furnished on behalf of each Underwriter: the information contained concession and reallowance figures appearing in the fifth, tenth and fourteenth paragraphs third paragraph under the caption “Underwriting,” the information contained in the [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 The Underwriter agrees, severally and not jointly, to will indemnify and hold harmless the Company, each of its directors, directors and each of its officers who signed signs 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 Act, and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (aeach, an “Underwriter Indemnified Party”) above, but only with respect to against any losses, claims, damages or liabilities (includingto which such Underwriter Indemnified Party may become subject, without limitationunder the Act, legal fees and the Exchange Act, or other expenses reasonably incurred in connection with any suitFederal or state statutory law or regulation or otherwise, action or proceeding or any claim asserted, insofar as such fees and expenses are incurredlosses, claims, damages or liabilities (or actions in respect thereof) that arise out of, of or are based uponupon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements 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 untrue statement or omission was made in reliance upon and in conformity with any written information relating to such Underwriter furnished to the Company in writing by the Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter through the Representatives expressly for use Indemnified Party in the Registration Statementconnection with investigating or defending against any such loss, the Prospectus claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or any amendment or supplement not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any Preliminary Prospectussuch untrue statement or omission, 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)such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed upon that the only such information furnished by any the Underwriter consists of the following information in the Final Prospectus furnished on behalf of each the Underwriter: the information contained in the fifth, tenth second and fourteenth third paragraphs under the caption “Underwriting—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, each of its directors, directors and each of its officers who signed signs 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 of the Selling Stockholders to the same extent as the indemnity set forth in paragraph Stockholder (aeach, an “Underwriter Indemnified Party”) above, but only with respect to against any losses, claims, damages or liabilities (includingto which such Underwriter Indemnified Party may become subject, without limitationunder the Act, legal fees and the Exchange Act, or other expenses reasonably incurred in connection with any suitFederal or state statutory law or regulation or otherwise, action or proceeding or any claim asserted, insofar as such fees and expenses are incurredlosses, claims, damages or liabilities (or actions in respect thereof) that arise out of, of or are based uponupon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements 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 untrue statement or omission was made in reliance upon and in conformity with any written information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in the Registration Statementconnection with investigating or defending against any such loss, the Prospectus claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or any amendment or supplement not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any Preliminary Prospectussuch untrue statement or omission, 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)such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed upon that the only such information furnished by any Underwriter consists of (i) the following information in the Final Prospectus furnished on behalf of each Underwriter: the information contained concession figure appearing in the fifth, tenth fifth paragraph under the caption “Underwriting”; and fourteenth paragraphs (ii) the following information in the Final Prospectus furnished on behalf of the Representatives: the ninth paragraph under the caption “Underwriting”.

Indemnification of the Company and the Selling Stockholders. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement Statement, the Selling Stockholders and each person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (aSection 9(a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, 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 been subsequently been amended), it being understood and agreed upon that the only such information furnished by any the Underwriter consists of the following information in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has been subsequently amended) furnished on behalf of each the Underwriter: the information contained in the fifth, tenth first paragraph and fourteenth paragraphs the second and third sentences of the second 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, its directors, its officers who signed the Registration Statement Statement, the Selling Stockholders and each person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (aSection 9(a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement 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, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, 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 been subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has been subsequently amended) furnished on behalf of each Underwriter: the information contained concession and reallowance figures appearing in the fifth, tenth and fourteenth paragraphs third paragraph under the caption “Underwriting,” the information contained in the [thirteenth and fourteenth] paragraphs and the second and third sentences of the [fifteenth] paragraph under the caption “Underwriting.”.