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, its directors, its officers who signed the Registration Statement and 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 and each of the Selling Stockholders to the same extent as the indemnity set forth in 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 Prospectus (or any amendment or supplement thereto), any Issuer Free Writing 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 marketing names of the Underwriters set forth on the cover page; the legal names of the Underwriters and their respective participation in the sale of the Underwritten Shares in the table set forth in the first paragraph under the caption “Underwriting (Conflicts of Interest)”; the concession and reallowance figures appearing in the [sixth] paragraph under the caption “Underwriting (Conflicts of Interest)”; and the information contained in the [ninth], [thirteenth], [fourteenth] and [fifteenth] paragraphs under the caption “Underwriting (Conflicts of Interest).”

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and 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 and each of the Selling Stockholders Stockholders, its respective affiliates, directors and officers and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in the first paragraph (aof Section 9(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 Representative expressly for use in the Registration Statement, the most recent Preliminary Prospectus, the Prospectus (or in any amendment or supplement thereto), any Issuer Free Writing Prospectus, Prospectus or in any Written Testingamendment or supplement thereto or in any Non-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Prospectus Road Show, 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 marketing names of the Underwriters set forth on the cover page; the legal names of the Underwriters and their respective participation in the sale of the Underwritten Shares in the table set forth in the first paragraph under the caption “Underwriting (Conflicts of Interest)”; the concession and reallowance figures appearing in the [sixth] fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” in the Prospectus and the information contained in the [ninth]nineteenth, [thirteenth]twentieth, [fourteenth] twenty-first and [fifteenth] twenty-second paragraphs under the caption “Underwriting (Conflicts Underwriting” in each of Interest)the most recent Preliminary Prospectus and the Prospectus.”

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and 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 and each of the Selling Stockholders to the same extent as the indemnity set forth in 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 Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show Communication 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 Registration Statement, the Pricing Disclosure Package and the Prospectus furnished on behalf of each Underwriter: the marketing names of the Underwriters set forth on the cover page; the legal names of the Underwriters and their respective participation in the sale of the Underwritten Shares in the table set forth in the first paragraph under the caption “Underwriting (Conflicts of Interest)”; the concession and reallowance figures appearing in the [sixth] third paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; , and the information contained in the [ninth]second and third sentences of paragraph eighth, [thirteenth]the thirteenth and fourteenth paragraphs, [fourteenth] and [fifteenth] paragraphs the third and fourth sentences of paragraph sixteen under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Prospectus.”

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and 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 and the Selling Stockholders, its directors, officers, affiliates and each person, if any, who controls the Company within the meaning of Section 15 of the Selling Stockholders Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in 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 Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing 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 marketing names of the Underwriters set forth on the cover page; the legal names of the Underwriters and their respective participation concession figures appearing in the sale of the Underwritten Shares in the table set forth in the first third paragraph under the caption “Underwriting (Conflicts of Interest)”; the concession and reallowance figures appearing in the [sixth] paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the information contained in the [ninth], [thirteenth], [fourteenth] sixteenth and [fifteenth] seventeenth paragraphs under the caption “Underwriting (Conflicts of Interest).”Underwriting” relating to price stabilization, short positions and penalty bids.]1

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and 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 and each of the Selling Stockholders to the same extent as the indemnity set forth in 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 Representative 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, any road show Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Time of Sale Information, 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 marketing names of the Underwriters set forth on the cover page; the legal names of the Underwriters and their respective participation in the sale of the Underwritten Shares in the table set forth in the first paragraph under the caption “Underwriting (Conflicts of Interest)”; the concession and reallowance figures appearing in the [sixth] third paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; and , the information contained in the [ninth]seventh, [thirteenth], [fourteenth] twelfth and [fifteenth] thirteenth paragraphs under the caption “Underwriting (Conflicts Underwriting” and, solely with respect to Pxxxx Xxxxxxx & Co., the following information in the Prospectus furnished on behalf of Interest)Pxxxx Xxxxxxx & Co.: An affiliate of Pxxxx Xxxxxxx & Co., Discovery Group I, LLC, has an ownership position in the Company’s Common Stock as a result of open market purchases. Discovery Group I, LLC, together with an investment partnership which it manages, Discovery Equity Partners, LP, previously reported on a Schedule 13G/A dated December 31, 2005 an aggregate beneficial ownership percentage of Common Stock of 6.7 percent. The 6.7 percent reported by Discovery Group I, LLC includes the 5.7 percent reported by Discovery Equity Partners, LP.”

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and 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 and each of the Selling Stockholders to the same extent as the indemnity set forth in 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 Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communicationthe pricing [information set forth on Annex A][term sheet set forth on Annex B] hereto, any road show in the Preliminary Prospectus dated October 7, 2011, or any Pricing Disclosure Package “free writing prospectus” (including any Pricing Disclosure Package that has subsequently been amended)as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto, 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 marketing names of the Underwriters set forth on the cover page; the legal names of the Underwriters and their respective participation in the sale of the Underwritten Shares in the table set forth in the first paragraph under the caption “Underwriting (Conflicts of Interest)”; the concession and reallowance figures appearing in the [sixth] third paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the information contained in the [ninth], [thirteenth], [fourteenth] fourteenth and [fifteenth] fifteenth paragraphs (each relating to stabilization) under the caption “Underwriting (Conflicts Underwriting” [and the following information in the Issuer Free Writing Prospectus dated , 2011: [insert description of Interest)information provided by Underwriters].”