Common use of The Selling Clause in Contracts

The Selling. Stockholders [, jointly and severally,] shall indemnify and hold harmless each Underwriter Indemnified Party, against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which that Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion therein, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters' Information. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.]

The Selling. Stockholders [Stockholders, jointly and severally,] , shall indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, and each person, if any, who controls any Underwriter Indemnified Partywithin the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereofthereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter Indemnified Underwriter, director, officer, employee, agent or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of of, or is based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Prospectus, either of the Registration Statements Statement or the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in therein, any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Selling Stockholders shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon on and in conformity with written information furnished to the Company through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion thereinInformation, and shall reimburse each Underwriter, the directors, officers, employees and agents of each Underwriter Indemnified Party promptly upon demand and each such controlling person for any legal or other expenses reasonably incurred by that Underwriter Indemnified Party Underwriter, director, officer and employee, agent or controlling person in connection with investigating or defending or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement in or omission or alleged omission from the made in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any such amendment or supplement or in any Blue Sky Application in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for use inclusion therein (which information shall be determined as set forth in Section 10(c)) and provided, further, that as to any Preliminary Prospectus or supplement thereto this indemnity agreement shall not inure to the benefit of any Underwriter, the directors, officers, employees and agents of each Underwriter or any person controlling that Underwriter on account of any loss, claim, damage, liability or action arising from the sale of Stock to any person by that Underwriter if that Underwriter failed to send or 27 27 give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act, and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such Preliminary Prospectus or supplement thereto was corrected in that Prospectus. For purposes of the second proviso to the immediately preceding sentence, the term Prospectus shall not be deemed to include the documents incorporated by reference therein, which information and no Underwriter shall be obligated to send or give any supplement or amendment to any document incorporated by reference in a Preliminary Prospectus or supplement thereto or the parties hereto agree is Prospectus to any person other than a person to whom such Underwriter has delivered such incorporated documents in response to a written request therefor. Notwithstanding the provisions of this Section 10(b), the Selling Stockholders' aggregate liability under this Section 10(b) shall be limited to an amount equal to the Underwriters' Informationtotal net proceeds from the sale of the Stock (before deducting expenses) received by the Selling Stockholders pursuant to this Agreement. This The foregoing indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholders might Stockholder may otherwise have and shall not limit to any rights Underwriter or remedies which may otherwise be available at law any director, officer, employee, agent or in equity to each Underwriter Indemnified Partycontrolling person of that Underwriter.]

The Selling. Stockholders [, severally and not jointly and severally,] shall will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person who controls such Underwriter Indemnified Partywithin the meaning of Section 15 of the Act, against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof, to which that such Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto thereto, or (ii) any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion thereinmisleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that such Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus, the Registration Statement or the Prospectus or any of such amendment or supplement documents in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is limited information described as such in subsection (c) below; and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus the indemnity agreement contained in this subsection (b) shall not inure to the Underwriters' Information. This indemnity agreement benefit of any Underwriter for whom the person asserting any such losses, claims, damages or liabilities purchased the Offered Securities concerned, to the extent that a prospectus relating to such Offered Securities was required to be delivered by such Underwriter under the Act in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Offered Securities to such person, a copy of the Prospectus (exclusive of material incorporated by reference) if the Company had previously furnished copies thereof to such Underwriter; and provided, further, that each Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage or liability arises out of or is not exclusive based upon statements or omissions from a Registration Statement or Prospectus based upon written information furnished to the Company by such Selling Stockholder specifically for use therein, it being understood and will be agreed that the only such information furnished by each Selling Stockholder consists of the information in addition the Prospectus relating to any liability which such Selling Stockholder under the caption "Selling Stockholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or Stockholders" (including without limitation the information set forth in equity to each Underwriter Indemnified Partythe footnotes thereto).]

The Selling. Stockholders [and the Principal Stockholders (in their capacity as sellers of Option Shares hereunder), jointly severally and severally,] shall not jointly, agree to indemnify and hold harmless each Underwriter Indemnified Partyand each person, if any, who controls any Underwriter within the meaning of the Act, against any losslosses, claimclaims, damage damages or liability, joint or several, or any action in respect thereof, liabilities to which that such Underwriter Indemnified or controlling person may become subject, subject under the Securities Act or otherwise, insofar otherwise to the same extent as such loss, claim, damage, liability or action arises out of or indemnity is based upon (iprovided by the Company pursuant to Section 10(a)(i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto or and (ii) the omission or alleged omission to state in any Preliminary Prospectusabove, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was has been made in the Registration Statement, any Preliminary Prospectus, the Prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or through the Representatives Selling Stockholder or the Principal Stockholder (in its capacity as a seller of Option Shares hereunder) against whom indemnification is sought specifically for use in the preparation thereof. In no event, however, shall the liability of any Selling Stockholder or Principal Stockholder (in its capacity as a seller of Option Shares hereunder) for indemnification under this Section 10(a) exceed the net proceeds actually received by such Selling Stockholder or Principal Stockholder (in its capacity as a seller of Option Shares hereunder) from the Underwriters in the offering. THIS INDEMNITY OBLIGATION WILL BE IN ADDITION TO ANY LIABILITY THAT THE COMPANY OR ANY PRINCIPAL STOCKHOLDER MAY HAVE TO THE INDEMNIFIED PARTIES (WHETHER PURSUANT TO, OR RESULTING FROM BREACHES OF, THIS AGREEMENT OR OTHERWISE), AND THE FOREGOING LIMITATIONS, AS THEY RELATE TO THE PRINCIPAL STOCKHOLDERS, SHALL ONLY APPLY TO THE INDEMNIFICATION ARISING PURSUANT TO THIS SUBSECTION, AND SHALL NOT AFFECT THE PRINCIPAL STOCKHOLDERS' LIABILITY ARISING OTHER THAN PURSUANT TO THIS SUBSECTION. The foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Firm Shares, or any person controlling such Underwriter or affiliate of such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Firm Shares to such person, and if the Prospectus (as so amended and supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities. For all purposes of this Agreement, the information (name, number of shares and the related footnotes to the table insofar as such information relates to the Selling Stockholder) contained in the Prospectus under the caption "Selling Stockholder" is the only information furnished in writing by a Selling Stockholder specifically for inclusion thereinuse in the Registration Statement, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus, the Registration Statement or the Prospectus Prospectus, or any such amendment amendments or supplement in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters' Information. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partysupplements thereto.]

The Selling. Stockholders [(subject to the limitation on indemnity contained in the last section of this Section 9(b)) severally and not jointly, jointly and severally,] shall indemnify and hold harmless each International Underwriter Indemnified Partyand each person, if any, who controls any International Underwriter within the meaning of the Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereofthereof (including but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Shares in connection herewith), to which that International Underwriter Indemnified or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of of, or is based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Prospectus, either of the Registration Statements Statement or the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company through the Representatives by or on behalf of the such Selling Stockholder specifically expressly for inclusion use therein, and shall reimburse each International Underwriter Indemnified Party promptly upon demand and each such controlling person for any legal or other expenses reasonably incurred by that International Underwriter Indemnified Party or controlling person in connection with investigating or defending or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; , provided, however, that the Selling Stockholders as to any Preliminary Prospectus this indemnity agreement shall not be liable in any such case inure to the extent benefit of any International Underwriter or any person controlling that International Underwriter on account of any such loss, claim, damage, liability or action arises out arising from the sale of Shares to any person by that International Underwriter if that International Underwriter failed to send or is based upon an give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Act, and the untrue statement or alleged untrue statement in of a material fact or omission or alleged omission to state a material fact in such Preliminary Prospectus was corrected in the Prospectus unless such failure resulted from non-compliance by the Company with Section 5(c) of the U.S. Underwriting Agreement. For purposes of the last proviso to the immediately preceding sentence the term "Prospectus" shall not be deemed to include the documents incorporated therein by reference, and no International Underwriter shall be obligated to send or give any supplement or amendment to any document incorporated by reference in any Preliminary Prospectus, the Registration Statement Prospectus or the Prospectus to any person other than a person to whom such International Underwriter had delivered such incorporated document or any such amendment or supplement documents in reliance upon and in conformity with response to a written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters' Informationrequest therefor. This The foregoing indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholders might may otherwise have to any International Underwriter or any controlling person of that International Underwriter. The aggregate liability of any Selling Stockholder to indemnify the International Underwriters and any controlling persons of the International Underwriters pursuant to the foregoing indemnity agreement shall not limit any rights or remedies which may otherwise be available at law or in equity exceed the proceeds received by such Selling Stockholder from the Shares sold by it pursuant to each Underwriter Indemnified Partythis Agreement.]

The Selling. Stockholders [other than John X. Xxxxxxx, jointly xxintly and severally,] shall , will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person who controls such Underwriter Indemnified Partywithin the meaning of Section 15 of the Act, against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof, to which that such Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto thereto, or (ii) any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion thereinmisleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that such Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus, the Registration Statement or the Prospectus or any of such amendment or supplement documents in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives by or on behalf of any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; and provided further that the liability of each Selling Stockholder pursuant to this subsection shall not exceed the product of the number of Shares sold by such Selling Stockholder and the public offering price of the Shares as set forth in the Prospectus. John X. Xxxxxxx xxxl indemnify and hold harmless each Underwriter, its partners, directors and officers and each person who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which information such Underwriter may become subject, under the parties hereto agree is limited Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the Underwriters' Information. This indemnity agreement is not exclusive extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that such Selling Stockholder will not be liable in addition any such case to the extent that any such loss, claim, damage or liability which arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; and provided further that the liability of such Selling Stockholders might otherwise have and Stockholder pursuant to this subsection shall not limit any rights or remedies which may otherwise be available at law or exceed the product of the number of Shares sold by such Selling Stockholder and the public offering price of the Shares as set forth in equity to each Underwriter Indemnified Partythe Prospectus.]

The Selling. Stockholders [severally and not jointly, jointly and severally,] shall will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person who controls such Underwriter Indemnified Partywithin the meaning of Section 15 of the Act, against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof, to which that such Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto thereto, or (ii) any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion thereinmisleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that such Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus, the Registration Statement or the Prospectus or any of such amendment or supplement documents in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is information described as such in subsection (c) below. The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the Underwriters' Information. This indemnity agreement is not exclusive and will be in addition to any liability which net proceeds received by such Selling Stockholder (before deducting expenses) from the offering of the Offered Securities sold by such Selling Stockholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyStockholder.]

The Selling. Stockholders [Stockholders, jointly severally and severally,] shall not jointly, will indemnify and hold harmless each Underwriter Indemnified Party, against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof, to which that such Underwriter Indemnified may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, the Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto thereto, or (ii) any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading but (in each the case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of the Selling Stockholder specifically for inclusion thereinProspectus, any amendment or supplement thereto or any related preliminary prospectus, in the light of the circumstances under which such statements were made) not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that such Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders shall not will be liable in any such case only in the event that any such Selling Stockholder shall have breached any of the representations and warranties contained in Section 2(b) herein and no Selling Stockholder will be liable to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus, the Registration Statement or the Prospectus or any of such amendment or supplement documents in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is information described as such in subsection (c) below; and provided, further, that the liability under this Section of each Selling Stockholder shall be limited to an amount equal to the Underwriters' Information. This gross proceeds to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder; and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus, the indemnity agreement is not exclusive and will be contained in addition to any liability which the Selling Stockholders might otherwise have and this subsection (b) shall not limit inure to the benefit of any rights Underwriter from whom the person asserting any such losses, claims, damages or remedies which may otherwise liabilities purchased the Offered Securities concerned, to the extent that a prospectus relating to such Offered Securities was required to be available delivered by such Underwriter under the Act in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at law or in equity prior to each Underwriter Indemnified Partythe written confirmation of the sale of such Offered Securities to such person, a copy of the Prospectus (exclusive of material incorporated by reference) if the Company had previously furnished copies thereof to such Underwriter.]