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

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company 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 any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in 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, in each case, 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, and 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 any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company 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) are the statements set forth in the sixth paragraph, the third sentence of the eighth paragraph and the tenth and eleventh paragraphs under the caption “Underwriting (Conflicts of Interest)” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement 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 Act, 1934 Act against any and all loss, liability, claim, damage, liability or expensedamage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to which the Companyuntrue statements or omissions, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B or 430C under the Securities ActInformation, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in preliminary prospectus, 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, in each case, 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, and 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 any such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representatives Representative expressly for use in the Registration StatementStatement (or any amendment thereto) or such preliminary prospectus, any such Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are ). In case any action shall be brought against the statements set forth Company or any person so indemnified based on the Registration Statement, such preliminary prospectus, such Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement thereto and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the sixth paragraphrights and duties given to the Company, the third sentence of the eighth paragraph and the tenth Company and eleventh paragraphs under each person so indemnified shall have the caption “Underwriting (Conflicts rights and duties given to the Underwriters by the provisions of Interest)” in the Prospectus. The indemnity agreement set forth in this Section 8(b6(b) shall be in addition to any liabilities that each Underwriter may otherwise havehereof.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement 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, against any and all loss, liability, claim, damage, liability or expensedamage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to which the Companyuntrue statements or omissions, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B Information or 430C under the Securities Actany preliminary prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Preliminary Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact, in each case, 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, and 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 any such Underwriter through the Representatives Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration StatementStatement (or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the sixth paragraph, [seventh paragraph and the third fourth sentence of the eighth paragraph and the tenth and eleventh paragraphs twelfth paragraph] under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement 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 Act, 1934 Act against any lossand all losses, claimliabilities, damageclaims, liability or expensedamages and expenses described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to which the Companyuntrue statements or omissions, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including any information the Rule 430B Information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Actthereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and 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 any such Underwriter through the Representatives expressly for use therein; and to reimburse in the CompanyRegistration Statement (or any amendment thereto), or any such directorIssuer Free Writing Prospectus, officer any preliminary prospectus or controlling person for any legal and other expense reasonably incurred by the Company, Prospectus (or any such director, officer amendment or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionsupplement thereto). The Company hereby acknowledges that the only information that the Underwriters Representatives have furnished to the Company through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the sixth paragraph, table beneath the third sentence of the eighth first paragraph and as the tenth third, fifth and eleventh ninth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Pricing Prospectus. The indemnity agreement set forth in this Section 8(b6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company 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 any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in 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, in each case, 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, and 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 any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company 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) are the statements set forth in the sixth paragraph, the third sentence of the eighth paragraph and the tenth and eleventh paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement 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, against any and all loss, liability, claim, damage, liability or expensedamage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to which the Companyuntrue statements or omissions, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B Information or 430C under the Securities Actany preliminary prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Preliminary Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact, in each case, 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, and 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 any such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration StatementStatement (or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the sixth paragraph, the third second sentence of the eighth twelfth paragraph and the tenth first and eleventh paragraphs second sentences in the thirteenth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement 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 Act, 1934 Act against any lossand all losses, claimliabilities, damageclaims, liability or expensedamages and expenses described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to which the Companyuntrue statements or omissions, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including any information the Rule 430B Information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Actthereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and 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 any such Underwriter through the Representatives expressly for use therein; and to reimburse in the CompanyRegistration Statement (or any amendment thereto), or any such directorIssuer Free Writing Prospectus, officer any preliminary prospectus or controlling person for any legal and other expense reasonably incurred by the Company, Prospectus (or any such director, officer amendment or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionsupplement thereto). The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the sixth paragraph, table beneath the third sentence of the eighth first paragraph and as the tenth third, fifth and eleventh ninth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Pricing Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.