Common use of By each Selling Shareholder Clause in Contracts

By each Selling Shareholder. If permitted by law, each Selling Shareholder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that the Violation occurs in reliance upon and in conformity with written information furnished by such Selling Shareholder expressly for use in connection with the registration; and the Selling Shareholder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; but the indemnity agreement contained in this Subsection 2.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Selling Shareholder, which consent shall not be unreasonably withheld; and the total amounts payable in indemnity by any Selling Shareholder under this Section 2.5(b) in respect of any Violation shall not exceed the proceeds (net of underwriters’ and brokers’ discounts and commissions) received by such Selling Shareholder in the registered offering out of which such Violation arises. For the avoidance of doubt, this provision shall not impose any indemnity obligation on a Selling Shareholder if the Violation did not occur in reliance upon and in conformity with written information furnished by such person.

By each Selling Shareholder. If To the extent permitted by law, each Selling Shareholder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that the such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Shareholder expressly for use in connection with the such registration; and the such Selling Shareholder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; but provided, however, that the indemnity agreement contained in this Subsection 2.5(bsubsection 2.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the such Selling Shareholder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by any Selling Shareholder under this Section 2.5(b2.8(b) in respect of any Violation shall not exceed the proceeds (net of underwriters’ ' and brokers’ ' discounts and commissions) received by such Selling Shareholder in the registered offering out of which such Violation arises. For the avoidance of doubt, this provision shall not impose any indemnity obligation on a Selling Shareholder if to the extent that the Violation did not occur in reliance upon and in conformity with written information furnished by such person.

By each Selling Shareholder. If To the extent permitted by law, each Selling Shareholder Shareholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statementRegistration Statement, each personPerson, if any, who controls the Company within the meaning of the Securities Act, and any underwriter (as defined in the Securities Act), selling agent or other securities professional for the Company against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling personPerson, or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that the such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Shareholder expressly for use in connection with the registrationsuch Registration; and the such Selling Shareholder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling personPerson, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; but provided, however, that the indemnity agreement contained in this Subsection 2.5(bsubsection 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the such Selling Shareholder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by any Selling Shareholder under this Section 2.5(b2.7(b) in respect of any Violation shall not exceed the proceeds (net of underwriters’ ' and brokers’ ' discounts and commissions) received by such Selling Shareholder in the registered offering out of which such Violation arises. For the avoidance of doubt, this provision shall not impose any indemnity obligation on a Selling Shareholder if to the extent that the Violation did not occur in reliance upon and in conformity with written information furnished by such personPerson.

By each Selling Shareholder. If To the extent permitted by law, each Selling Shareholder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any ViolationViolation by the Selling Shareholder, in each case to the extent (and only to the extent) that the Violation occurs in reliance upon and in conformity with written information furnished by such Selling Shareholder expressly for use in connection with the registration; and the Selling Shareholder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; but the indemnity agreement contained in this Subsection 2.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Selling Shareholder, which consent shall not be unreasonably withheld; and the total amounts payable in indemnity by any Selling Shareholder under this Section 2.5(b) in respect of any Violation shall not exceed the proceeds (net of underwriters’ and brokers’ discounts and commissions) received by such Selling Shareholder in the registered offering out of which such Violation arises. For the avoidance of doubt, this provision shall not impose any indemnity obligation on a Selling Shareholder if the Violation did not occur in reliance upon and in conformity with written information furnished by such person.

By each Selling Shareholder. If To the extent permitted by law, each Selling Shareholder Shareholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statementRegistration Statement, each personPerson, if any, who controls the Company within the meaning of the Securities Act, and any underwriter against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling personPerson, or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that the such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Shareholder expressly for use in connection with the registrationsuch Registration; and the such Selling Shareholder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling personPerson, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; but provided, however, that the indemnity agreement contained in this Subsection 2.5(bsubsection 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the such Selling Shareholder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by any Selling Shareholder under this Section 2.5(b2.7(b) in respect of any Violation shall not exceed the proceeds (net of underwriters’ ' and brokers’ ' discounts and commissions) received by such Selling Shareholder in the registered offering out of which such Violation arises. For the avoidance of doubt, this provision shall not impose any indemnity obligation on a Selling Shareholder if to the extent that the Violation did not occur in reliance upon and in conformity with written information furnished by such personPerson.

By each Selling Shareholder. If To the extent permitted by law, each Selling Shareholder Shareholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statementRegistration Statement, each personPerson, if any, who controls the Company within the meaning of the Securities Act, and any underwriter against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling personPerson, or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that the such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Shareholder expressly for use in connection with the registrationsuch Registration ; and the such Selling Shareholder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling personPerson, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; but provided, however, that the indemnity agreement contained in this Subsection 2.5(bsubsection 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the such Selling Shareholder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by any Selling Shareholder under this Section 2.5(b2.7(b) in respect of any Violation shall not exceed the proceeds (net of underwriters’ ' and brokers’ ' discounts and commissions) received by such Selling Shareholder in the registered offering out of which such Violation arises. For the avoidance of doubt, this provision shall not impose any indemnity obligation on a Selling Shareholder if to the extent that the Violation did not occur in reliance upon and in conformity with written information furnished by such personPerson.

By each Selling Shareholder. If To the extent permitted by law, each Selling Shareholder Shareholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statementRegistration Statement, each personPerson, if any, who controls the Company within the meaning of the Securities Act, and any underwriter against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling personPerson, or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that the such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Shareholder expressly for use in connection with the registrationsuch Registration; and the such Selling Shareholder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling personPerson, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; but provided, however, that the indemnity agreement contained in this Subsection 2.5(bsubsection 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the such Selling Shareholder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by any Selling Shareholder under this Section 2.5(b2.7(b) in respect of any Violation shall not exceed the proceeds (net of underwriters’ ' and brokers’ ' discounts and commissions) received by such Selling Shareholder in the registered offering out of which such Violation arises. For the avoidance of doubt, this provision shall not impose any indemnity obligation on a Selling Shareholder if to the extent that the Violation did not occur in reliance upon and in conformity with written information furnished by such personPerson.