Common use of Indemnification of the Company and the Selling Stockholders Clause in Contracts

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and officers and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agreesUnderwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers, employees, and agents of the Company and each Selling Stockholder and their respective directors and officers and each personother person or entity, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and in the case of the Over-Allotment Option, each of the Selling Stockholders, against any losslosses, claimliabilities, damageclaims, liability or expensedamages, and expenses whatsoever, as incurredincurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which the Company or a Selling Stockholder they or any such director or controlling person of them may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e))otherwise, insofar as such losslosses, claimliabilities, damageclaims, liability damages, or expense expenses (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement at the time of effectiveness and at any Issuer Free Writing Prospectussubsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, any Preliminary Prospectus or Prospectus, the Prospectus (Prospectus, or any amendment or supplement thereto)to any of them, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage, or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), therein in reliance upon the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and in conformity with written information furnished commissions applicable to the Company Securities purchased by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise havehereunder.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally severally, and not jointly, to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each of the Selling Stockholders and each person, against any lossif any, claim, damage, liability who controls the Selling Stockholders within the meaning of Section 15 of the Securities Act or expenseSection 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) and (b) above, as incurredapplicable, but only with respect to which the Company any losses, claims, damages or a Selling Stockholder liabilities (including reasonable and documented legal fees and other expenses reasonably incurred and documented in connection with any suit, action or any such director proceeding or controlling person may become subject, under the Securities Act, the Exchange Actclaim asserted) that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementany Preliminary Prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (Written Testing-the-Waters Communication, any road show or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth concession and reallowance figures appearing in the table third paragraph under the caption “Underwriting” and the information contained in the first paragraph and as the fifth (first sentence), seventheleventh, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have”.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless the Company Company, each of its directors and each Selling Stockholder and their respective directors and of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each Selling Stockholder (each, an “Underwriter Indemnified Party”), against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration StatementStatement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly specifically for use therein; , and to will reimburse the Company and each Selling Stockholder any legal or any such director or controlling person for any and all other expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. The Company proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and each Selling Stockholder hereby acknowledge agreed that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Final Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table concession figure appearing in the first paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs under the caption “Underwriting—Commissions and Discounts,” the information in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise havesecond, third and fourth paragraphs under “Underwriting—Price Stabilization, Short Positions” and the information under “Underwriting—Electronic Distribution.”

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally severally, and not jointly, to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each of the Selling Stockholders and each person, against any lossif any, claim, damage, liability who controls the Selling Stockholders within the meaning of Section 15 of the Securities Act or expenseSection 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) and (b) above, as incurredapplicable, but only with respect to which the Company any losses, claims, damages or a Selling Stockholder liabilities (including reasonable and documented legal fees and other expenses reasonably incurred and documented in connection with any suit, action or any such director proceeding or controlling person may become subject, under the Securities Act, the Exchange Actclaim asserted) that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementany Preliminary Prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (Written Testing-the-Waters Communication, any road show or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth concession figures appearing in the table third paragraph under the caption “Underwriting” and the information contained in the first paragraph and as the fifth (first sentence), seventheleventh, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have”.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless the Company Company, each of its directors and each Selling Stockholder and their respective directors and of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each Selling Stockholder (each, an “Underwriter Indemnified Party”), against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration StatementStatement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly specifically for use therein; , and to will reimburse the Company and each Selling Stockholder any legal or any such director or controlling person for any and all other expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. The Company proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and each Selling Stockholder hereby acknowledge agreed that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Final Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth concession figure appearing in the table fourth paragraph under the caption “Underwriting” and the information related to stabilizing transactions, option to purchase additional shares transactions, syndicate covering transactions and penalty bids contained in the first paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have”.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless the Company Company, each of its directors and each Selling Stockholder and their respective directors and of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each Selling Stockholder (each, an “Underwriter Indemnified Party”), against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration StatementStatement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly Credit Suisse specifically for use therein; , and to will reimburse the Company and each Selling Stockholder any legal or any such director or controlling person for any and all other expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. The Company proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and each Selling Stockholder hereby acknowledge agreed that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Final Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth concession figure appearing in the table fourth paragraph under the caption “Underwriting” and the information related to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids contained in the first paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have”.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless the Company Company, each of its directors and each Selling Stockholder and their respective directors and of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each Selling Stockholder (each, an “Underwriter Indemnified Party”) against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party may become subject, subject under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement at any time, any Statutory Prospectus at any time, the Registration Statement, Final Prospectus or any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly Representative specifically for use therein; , and to will reimburse the Company and each Selling Stockholder any legal or any such director or controlling person for any and all other expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. The Company proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and each Selling Stockholder hereby acknowledge agreed that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs following information under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth Final Prospectus furnished on behalf of each Underwriter: (i) the concession figure appearing in this Section 8(cthe fourth paragraph thereunder and (ii) shall be the information related to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids contained in addition to any liabilities that each Underwriter may otherwise havethe 12th paragraph thereunder.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless the Company Company, each of its directors and each Selling Stockholder and their respective directors and of its officers who signs a Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each Selling Stockholder (each, an "Underwriter Indemnified Party") against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party may become subject, subject under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company in accordance with Section 8(e))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement at any time, any Statutory Prospectus at any time, the Registration Statement, Final Prospectus or any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly Representative specifically for use therein; , and to will reimburse the Company and each Selling Stockholder any legal or any such director or controlling person for any and all other expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. The Company proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and each Selling Stockholder hereby acknowledge agreed that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Final Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth concession and reallowance figures appearing in the table in the first fourth paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs under the caption “"Underwriting” " and the information related to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids contained in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise havefifteenth paragraph thereunder.