Common use of Agent Indemnification Clause in Contracts

Agent Indemnification. Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which any such Company Affiliate, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based upon (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall apply only to the extent that such loss, claim, liability, expense or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to time.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, its affiliates, directors and each officer of the Company that signed the Registration Statement, officers and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and its the directors and each officer officers of the Company that signed the Registration StatementCompany, and each person, if any, person who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in Registration Statement, the Registration Statement or Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement theretothereto or any Issuer Free Writing Prospectus, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such loss, claim, liability, expense untrue statement or damage is caused directly by an alleged untrue statement or omission or alleged omission was made in Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information relating to such the Agent Information; and furnished to will reimburse the Company for documented legal or other expenses reasonably incurred by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, connection with investigating or defending any such action or claim as updated from time to timesuch expenses are incurred.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and its the directors and each officer officers of the Company that signed the Registration StatementCompany, and each person, if any, person who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in Registration Statement, the Registration Statement or Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement theretothereto or any Issuer Free Writing Prospectus, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such loss, claim, liability, expense untrue statement or damage is caused directly by an alleged untrue statement or omission or alleged omission was made in Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information relating to such Agent Information; and furnished to will reimburse the Company for documented legal or other expenses reasonably incurred by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, connection with investigating or defending any such action or claim as updated from time to timesuch expenses are incurred.

Agent Indemnification. Each Agent, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company and Company, each of its directors and directors, each officer of the Company that who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the second paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, its directors and each officer of the Company that signed directors, its officers who sign the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the tenth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement action (whether or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to not the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(bis a party thereto), which the Company acknowledges consists solely of the material referred to in Schedule 5 heretowhether threatened or commenced, as updated from time to timesuch expenses are incurred.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, its directors and each officer of the Company that signed directors, its officers who signs the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the ninth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement action (whether or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to not the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(bis a party thereto), which the Company acknowledges consists solely of the material referred to in Schedule 5 heretowhether threatened or commenced, as updated from time to timesuch expenses are incurred.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, each of its directors and each officer of the Company that signed its officers who signs the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the sixth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, each of its directors and directors, each officer of the Company that who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the seventh paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company Company, its affiliates, directors, officers and its directors and each officer of the Company that signed the Registration Statementemployees, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the first sentence of the seventh paragraph under the caption “Plan of Distribution” in the Prospectus Supplement, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and its directors and each officer of against any losses, claims, damages or liabilities to which the Company that signed the Registration Statementmay become subject, and each person, if any, who (i) controls the Company within the meaning of Section 15 of under the Securities Act or Section 20 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (includingAgent), but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which any such Company Affiliate, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise from the sale of the Shares pursuant to this Agreement or arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements relating to stabilization and market making activities set forth in the “Plan of Distribution” section in the Prospectus, and will reimburse the Company for any legal or other expenses reasonably incurred and documented by the Company in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to time.action. ​

Agent Indemnification. Each AgentThe Agents, severally and not jointly, agrees to will indemnify and hold harmless the Company and its directors and each officer of against any losses, claims, damages or liabilities to which the Company that signed the Registration Statementmay become subject, and each person, if any, who (i) controls the Company within the meaning of Section 15 of under the Securities Act or Section 20 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (includingAgents), but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which any such Company Affiliate, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agents specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agents for use in the Registration Statement or the Prospectus consists of the statements set forth in the sixth paragraph and the first sentence of the seventh paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company Company, its directors, officers and its directors and each officer of the Company that signed the Registration Statementemployees, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any upon, in whole or in part, an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the sixth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such person for any legal or other expenses reasonably incurred by such person in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, its directors and each officer of the Company that signed directors, its officers who sign the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the eighth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and Company, its directors and each officer of the Company that signed directors, its officers, who sign the Registration Statement, Statement and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such the Company Affiliate, may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the ninth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, agrees to The Agent will indemnify and hold harmless the Company and each of its directors and directors, each officer of the Company that who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement or the Prospectus consists of the statements set forth in the fifth paragraph under the caption “Plan of Distribution” in the Prospectus, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.

Agent Indemnification. Each Agent, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company and Company, each of its directors and directors, each officer of the Company that who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (eachAct, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, liabilities to which any such Company Affiliate, party may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Agent), but only insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Prospectus or Prospectus, any amendment or supplement thereto, or (y) arise out of or are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeverin each case to the extent, that this indemnity agreement shall apply but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with written information furnished to the Company by the Agent specifically for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent for use in the Registration Statement and the Prospectus consists of the statements set forth in the sixth paragraph under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”), and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending against any such loss, claim, liabilitydamage, expense liability or damage is caused directly by an untrue statement or omission made in reliance upon and in conformity with written information relating to such Agent and furnished to the Company by such Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b), which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated from time to timeaction.