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

Indemnification of the Company and the Selling Stockholders. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Stockholders against any and all loss, liability, claim, damage and expense described in Section 7.1, as incurred, but only with respect to untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against the Company, any Selling Stockholder or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company or such Selling Stockholder, as applicable, and the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or such Selling Stockholder, as applicable shall have the rights and duties given to the several Underwriters by the provisions of Section 7.1.3. The Company and the Selling Stockholders agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the Selling Stockholders, as applicable, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company and the Selling Stockholders. Each UnderwriterUnderwriter agrees, severally and not jointly, shall to indemnify and hold harmless the Company, its affiliates, directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Stockholders against any and all loss, liability, claim, damage and expense described in Section 7.1, as incurred, but only with respect to untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance uponofficers, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against the Company, any Selling Stockholder or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, employees and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company or such Selling Stockholder, as applicable, and the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or such Selling Stockholder, as applicable shall have the rights and duties given to the several Underwriters by the provisions of Section 7.1.3. The Company and the Selling Stockholders agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or and each of the Selling Stockholders, as applicableand their respective affiliates, in connection with directors, officers, and employees and each person, if any, who controls such Selling Stockholder within the issuance and sale meaning of Section 15 of the Public Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity set forth in connection paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement 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, the Pricing Disclosure Package, the ProspectusProspectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the information in the first paragraph under the heading “Commissions and Discounts” under the caption “Underwriting”, the information concerning short sales, stabilizing transactions and other information contained in the first paragraph in the section entitled “Price Stabilization, Short Positions and Penalty Bids” under the caption “Underwriting” and the information concerning penalty bids and other information appearing in the second paragraph in the section entitled “Price Stabilization, Short Positions and Penalty Bids” under the caption “Underwriting” in each case contained in the Prospectus.

Indemnification of the Company and the Selling Stockholders. Each UnderwriterUnderwriter agrees, severally and not jointly, shall to indemnify and hold harmless the Company, its affiliates, directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Stockholders against any and all loss, liability, claim, damage and expense described in Section 7.1, as incurred, but only with respect to untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance uponofficers, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against the Company, any Selling Stockholder or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, employees and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company or such Selling Stockholder, as applicable, and the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or such Selling Stockholder, as applicable shall have the rights and duties given to the several Underwriters by the provisions of Section 7.1.3. The Company and the Selling Stockholders agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or and each of the Selling Stockholders, as applicableand their respective affiliates, in connection with directors, officers, and employees and each person, if any, who controls such Selling Stockholder within the issuance and sale meaning of Section 15 of the Public Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity set forth in connection paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement 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 expressly for use in the Registration Statement, the Pricing Disclosure Package, the ProspectusProspectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the information in the first paragraph under the heading “Commissions and Discounts” under the caption “Underwriting”, the information concerning short sales, stabilizing transactions and other information contained in the first paragraph in the section entitled “Price Stabilization, Short Positions and Penalty Bids” under the caption “Underwriting” and the information concerning penalty bids and other information appearing in the second paragraph in the section entitled “Price Stabilization, Short Positions and Penalty Bids” under the caption “Underwriting” in each case contained in the Prospectus.

Indemnification of the Company and the Selling Stockholders. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Stockholders against any and all loss, liability, claim, damage and expense described in Section 7.1, as incurred, but only with respect to untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against the Company, any Selling Stockholder or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company or such Selling Stockholder, as applicable, and the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or such Selling Stockholder, as applicable shall have the rights and duties given to the several Underwriters by the provisions of Section 7.1.3. The Company and the Selling Stockholders agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or and each of the Selling StockholdersStockholders to the same extent as the indemnity set forth in paragraph (a) above, as applicablebut only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in connection reliance upon and in conformity with any information relating to the issuance Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and sale agreed upon that the only such information furnished by the Underwriter consists of the Public Securities or following information in connection with the Registration Statement, the Pricing Disclosure Package, the ProspectusProspectus and the Final Prospectus Supplement furnished on behalf of the Underwriter: (i) the third paragraph under the caption “—Underwriting,” (ii) the first paragraph under the caption “—Underwriting—Commission and Expenses,” (iii) the statements concerning transactions relating to the option to purchase additional shares under the caption “—Underwriting—Option to Purchase Additional Shares,” (iv) the statements concerning stabilizing transactions, any Issuer Free Writing syndicate covering transactions and penalty bids in accordance with Regulation M of the Exchange Act under the caption “—Underwriting—Stabilization” and (v) the statements concerning electronic prospectus distribution under the caption “—Underwriting—Electronic Distribution” in the Preliminary Prospectus or any Written Testing-the-Waters CommunicationSupplement and the Final Prospectus Supplement.

Indemnification of the Company and the Selling Stockholders. Each Underwriter, severally and not jointly, shall agrees to indemnify and hold harmless the Company, its directorseach of the directors of the Company, its each of the officers of the Company who shall have signed the Registration Statement Statement, the Selling Stockholders and persons each other person, if any, who control controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act and the Selling Stockholders Act, against any and all loss, liability, claim, damage and expense described in Section 7.1the foregoing indemnities from the Company and the Selling Stockholders to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package Registration Statement or Prospectus or any amendment or supplement thereto or in any application, application in reliance upon, and in strict conformity with, written information furnished to the Underwriters’ InformationCompany with respect to such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The Company and the Selling Stockholders acknowledge that the statements with respect to the public offering of the Firm Securities and the Option Securities set forth under the heading "Plan of Distribution" in the Prospectus have been furnished by the Underwriters expressly for use therein and constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement or Prospectus or any amendment thereof or supplement thereto. In case any action shall be brought against the Company, Company or any Selling Stockholder or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company or such and the Selling Stockholder, as applicableStockholders, and the Company, its directors, its officers who signed Company and the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or such Selling Stockholder, as applicable Stockholders shall have the rights and duties given to the several Underwriters Underwriters, by the provisions of Section 7.1.3. The Company and the Selling Stockholders agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the Selling Stockholders, as applicable, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication6.1.2.