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

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholders and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in Section 6(a)(1) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein. The Company acknowledges that, under the heading “Underwriting” contained in the Prospectus (i) the name of each Underwriter in the table following the first paragraph, (ii) the first and second sentences of the first paragraph under the caption “Commissions and Discounts” and (iii) the first, second, third and fourth paragraphs under the caption “Price Stabilization, Short Positions and Penalty Bids” constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement thereto.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholders and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in Section 6(a)(1the indemnities contained in subsection (a) hereofof this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any preliminary prospectusthe Rule 430A Information, the Statutory Prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company acknowledges that, parties hereto understand and agree that the only such information concerning such Underwriter furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the first two sentences of the tenth paragraph and the last two sentences of the eleventh paragraph under the heading “Underwriting” contained discussing possible stabilization measures and the addresses of the Representatives appearing in the Prospectus (i) the name of each Underwriter in the table following the first paragraph, (ii) the first and second sentences of the first fourteenth paragraph under the caption heading “Commissions and Discounts” and (iii) the first, second, third and fourth paragraphs under the caption “Price Stabilization, Short Positions and Penalty Bids” constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement theretoUnderwriting.”

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholders and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in Section 6(a)(1the indemnities contained in subsection (a) hereofof this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any preliminary prospectusthe Rule 430A Information, the Statutory Prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company acknowledges that, parties hereto understand and agree that the only such information concerning such Underwriter furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures and sales to discretionary accounts appearing in the first paragraph under the heading “Underwriting—Commissions and Discounts,” the information contained in the Prospectus (i) the name of each Underwriter in the table following the first paragraph, (ii) the first and second sentences of the first paragraph under the caption heading “Commissions and Discounts” and (iii) the first, second, third and fourth paragraphs under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” constitute discussing possible stabilization measures and the only information furnished in writing by or on behalf of the Underwriters for inclusion contained in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or second paragraph under the Prospectus or in any amendment or supplement theretoheading “Underwriting—Electronic Prospectus.”

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholders Founder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in Section 6(a)(1the indemnities contained in subsection (a) hereofof this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any preliminary prospectusthe Rule 430A Information, the Statutory Prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company acknowledges that, parties hereto understand and agree that the only such information concerning such Underwriter furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures and sales to discretionary accounts appearing in the 1st paragraph under the heading “Underwriting” contained in the Prospectus (i) the name of each Underwriter in the table following the first paragraph, (ii) the first and second sentences of the first paragraph under the caption “—Commissions and Discounts” and (iii) the first, second, third and fourth information contained in the 6 paragraphs under the caption heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” constitute discussing possible stabilization measures and the only information furnished in writing by or on behalf addresses of the Underwriters for inclusion Representatives appearing in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or 24th and 25th paragraphs under the Prospectus or in any amendment or supplement theretoheading “Underwriting.”

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholders and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in Section 6(a)(1the indemnity contained in subsection (a)(1) hereofof this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company acknowledges that, under the heading “Underwriting,” contained in the Prospectus (i) the name of each Underwriter in the table following the first paragraph, (ii) the first and second sentences of the first paragraph under the caption “Commissions and Discounts” and (iii) the first, second, third and fourth paragraphs under the caption “Price Stabilization, Short Positions and Penalty Bids” constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement thereto.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each The Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, Act and the each Selling Shareholders Shareholder and each person, if any, who controls any each Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in Section 6(a)(1the indemnity contained in subsection (a) hereofof this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus, information the Rule 430A Information and the Rule 434 Information deemed to be a part thereof pursuant to Rule 430B thereof, if applicable, the Disclosure Package, Basic Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company by such the Underwriter expressly for use thereinin the Registration Statement (or any amendment thereto) or the Disclosure Package, Basic Prospectus or the Prospectus (or any amendment or supplement thereto) (the “Underwriter Information”). The Company acknowledges thatthat the statements set forth in the last paragraph of the cover page regarding delivery of the Securities and, under the heading “UnderwritingPlan of Distribution,” contained in the Prospectus (i) the name of each Underwriter in the table following the first paragraph, sentences related to concessions and reallowances and (ii) the first paragraph related to stabilization, syndicate covering transactions and second sentences of penalty bids in the first paragraph under the caption “Commissions and Discounts” and (iii) the first, second, third and fourth paragraphs under the caption “Price Stabilization, Short Positions and Penalty Bids” Prospectus constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement theretoUnderwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each The Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, Act and the each Selling Shareholders Shareholder and each person, if any, who controls any each Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in Section 6(a)(1the indemnity contained in subsection (a) hereofof this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus, information the Rule 430A Information and the Rule 434 Information deemed to be a part thereof pursuant to Rule 430B thereof, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such the Underwriter expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The Company acknowledges thatthat the statements set forth in the last paragraph of the cover page regarding delivery of the Securities and, under the heading “Underwriting” contained in the Prospectus "Plan of Distribution," (i) the name of each Underwriter in the table following the first paragraph, sentences related to concessions and reallowances and (ii) the first paragraph related to stabilization, syndicate covering transactions and second sentences of penalty bids in any preliminary prospectus and the first paragraph under the caption “Commissions and Discounts” and (iii) the first, second, third and fourth paragraphs under the caption “Price Stabilization, Short Positions and Penalty Bids” Prospectus constitute the only information furnished in writing by or on behalf of the Underwriters Underwriter for inclusion in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus or in any amendment or supplement theretoProspectus.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholders and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in Section 6(a)(1the indemnity contained in subsection (a) hereofof this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any supplement thereto) or any Issuer Free Writing Prospectus. The Each of the Company and each of the Selling Shareholders hereby acknowledges thatthat the only information that the Underwriters have furnished to the Company and the Selling Shareholders expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus are the names of the Underwriters set forth in the first table under the heading caption “Underwriting” contained in the Statutory Prospectus and the Prospectus and the statements included in (i) the name of each Underwriter in the table following the first paragraph, (ii) the first and second sentences of the first paragraph under the caption “Commissions Underwriting – Commission and DiscountsExpenses” in the Prospectus and (iiiii) the first, second, third and fourth paragraphs first sentence of the second paragraph under the caption “Underwriting – Price Stabilization, Short Positions and Penalty Bids” constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Statutory Prospectus or and the Prospectus or in any amendment or supplement theretoProspectus.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholders and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in Section 6(a)(1the indemnities contained in subsections (a) hereofand (b) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company acknowledges that, parties hereto understand and agree that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures and sales to discretionary accounts appearing in the sixth paragraph under the heading “Underwriting” and the information contained in the Prospectus (i) the name of each Underwriter in the table following the first paragraph, (ii) the first and second sentences of the first 13th paragraph under the caption heading “Commissions Underwriting—Over-allotment option” discussing possible stabilization measures and Discounts” and (iii) the first, second, third and fourth paragraphs addresses of the Representatives appearing in the 18th paragraph under the caption heading “Price Stabilization, Short Positions and Penalty Bids” constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement theretoUnderwriting.”

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholders and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in Section 6(a)(1the indemnity contained in subsection (a) hereofof this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any supplement thereto). The Each of the Company and each of the Selling Shareholders hereby acknowledges thatthat the only information that the Underwriters have furnished to the Company and the Selling Shareholders expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the names and addresses of the Underwriters set forth in the first table under the heading “caption "Underwriting” contained " in the Prospectus and the statements included in (i) the name of each Underwriter in fourth and fifth paragraph under the table following the first paragraph, caption "Underwriting" and (ii) the first and second sentences of the first paragraph sentence under the caption “Commissions and Discounts” and (iii) the first, second, third and fourth paragraphs under the caption “sub-heading "Price Stabilization, Short Positions and Penalty Bids” constitute the only information furnished in writing by " and third paragraph under such sub-heading as it relates to Underwriters' representation or on behalf of the Underwriters for inclusion in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement theretoprediction.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholders and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in Section 6(a)(1) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein. The Company acknowledges that, under the heading “Underwriting” contained in the Prospectus (i) the name of each Underwriter in the table following the first paragraph, (ii) the first and second sentences of the first paragraph under the caption “Commissions and DiscountsDiscount” and (iii) the first, second, and third and fourth paragraphs under the caption “Price Stabilization, Short Positions and Penalty Bids” constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement thereto.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, Act and the each Selling Shareholders Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in paragraphs (a) and (b) of this Section 6(a)(1) hereof7, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto). The Company acknowledges thatthat the statements set forth in the last paragraph of the cover page regarding delivery of the Securities and, under the heading “"Underwriting” contained in the Prospectus " or "Plan of Distribution", (i) the name list of each Underwriter Underwriters and their respective participation in the table following sale of the first paragraphSecurities, (ii) the first sentences related to concessions and second sentences of the first paragraph under the caption “Commissions and Discounts” reallowances and (iii) the firstparagraph related to stabilization, second, third syndicate covering transactions and fourth paragraphs under penalty bids in any preliminary prospectus and the caption “Price Stabilization, Short Positions and Penalty Bids” Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus or in any amendment or supplement theretoProspectus.