Common use of Indemnity by the Company Clause in Contracts

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless the Underwriter and any person who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of the Underwriter from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, the Underwriter or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriter to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise have.

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless the Underwriter each Purchaser and any person each person, if any, who controls the Underwriter any Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of the Underwriter from and against any loss, expense, liability, damage liability or claim (including the reasonable cost of investigationinvestigation and reasonable legal and other expenses) which, jointly or severally, the Underwriter any such Purchaser or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage liability or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any amendment), any Issuer Free Writing Prospectus that the Company has filed post-effective amendment thereof) or was required to file with the Commission or is otherwise required to retain, or in the Prospectus (the term Prospectus "Prospectus" for the purpose of this Section 5 being 9 shall be deemed to include any preliminary prospectus, the Prospectus and prospectus included in the Registration Statement at the time it became effective, the Prospectus, the Prospectus as amended or supplemented and any document incorporated by the Companyreference therein pursuant to Item 12 of Form S-3), (iv) any application or other document, arises out of or any amendment or supplement thereto, executed by the Company or is based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any either such Registration Statement, Statement or such Prospectus or necessary to make the statements made therein in such Registration Statement not misleading, (vi) any omission misleading or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made thereinin such Prospectus, in the light of the circumstances under which they were made, not misleading, (vii) unless such alleged untrue statement or omission was made in conformity with written information given the Company by the Purchaser through the Representative expressly for use therein or arises out of any statement or omission in the Statement of Eligibility of the Trustee under the Indenture, provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or in the Prospectus included in the Registration Statement at the time it became effective, the indemnity agreement contained in this paragraph shall not inure to the benefit of any material fact contained in Purchaser (or of any audio person controlling such Purchaser) on account of any such loss, claim, damage or visual materials used in connection with liability arising from the marketing sale of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in New Securities to any person unless a copy of the case of Prospectus (iiiexcluding any documents incorporated by reference therein), (v) and (vi) above onlyas then supplemented or amended, insofar as shall have been given or sent to such person by or on behalf of such Purchaser with or prior to the written confirmation of such sale. Each Purchaser or person shall promptly notify the Company of any such loss, expense, liability, damage liability or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriter but failure so to notify the Company expressly for use in shall not relieve the Company from any liability which it may have to such Registration Statement, Prospectus Purchaser or Application. The person otherwise than on account of the indemnity agreement set forth contained in this Section 5.1 9. The Company shall be entitled to assume the investigation of any liability or claim or the defense of any suit brought to enforce any such liability or claim and the Purchaser or person against whom such suit is brought shall be entitled to participate in such investigation and defense. If the Company assumes the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by the Company and satisfactory to such Purchaser or person, and in such case such Purchaser or person shall bear the expense of his investigation and the fees and expenses of any additional counsel retained by him, except (i) those incurred after notifying the Company of such claim and prior to being advised by the Company of its intention to assume such investigation or defense or (ii) if the Company shall not have employed counsel reasonably satisfactory to the Purchasers within a reasonable time after notice of the institution of such claim or liability or suit. If the Company does not assume the investigation of any such claim or the defense of any such suit, or if the Company shall agree in writing to pay such fees and expenses or if such Purchaser or person shall reasonably conclude that there may be defenses available to it or them which are different from or in addition to any liability which those available to the Company, the Company may otherwise havewill reimburse such Purchaser or person for the reasonable fees and expenses of any counsel retained by him; provided however, that in such event the Company shall be entitled, at its own expense, to participate in the investigation or defense. The Company's indemnity agreement contained in this Section 9 and its warranties and representations in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser or controlling person, and shall survive any termination of this Agreement or the issuance and delivery of the New Securities. The Company agrees promptly to notify the Purchasers of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issuance and sale of the New Securities, or such Registration Statement or Prospectus. 10.

Indemnity by the Company. The Company agrees to indemnify, defend shall (i) indemnify and hold harmless the Underwriter each Shareholder and any each person who controls the Underwriter such Shareholder, within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act, and the respective directors, officers, employees and agents of the Underwriter from and against any losslosses, expenseclaims, liabilitydamages or liabilities ("Losses"), damage or claim (including the reasonable cost of investigation) whichto which each such indemnified party may become subject, jointly or severally, the Underwriter or controlling person may incur under the Act, the Exchange Securities Act or otherwise, insofar as such loss, expense, liability, damage Losses (or claim arises actions in respect thereof) arise out of or is are based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any audio supplements or visual materials amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in connection with respect thereof) arise out of or are based upon the marketing of omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the Shares, including, without limitation, slides, videos, films and tape recordings; except, statements made therein (in the case of (iiia prospectus, in the light of the circumstances under which they were made), (v) not misleading, and (viii) above only, insofar as reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such lossLosses or actions, expenseincluding any amounts paid in settlement of any litigation, liabilitycommenced or threatened, damage or claim arises if such settlement is effected with the prior written consent of the Company; provided, however, that the Company shall not be liable for any Losses arising out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained made in any Registration Document in reliance upon and in conformity with written information furnished in writing by the Underwriter to the Company by or on behalf of any Shareholder expressly for use in such the preparation of the Registration StatementDocument; and provided, Prospectus or Application. The further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement set forth in this Section 5.1 shall be in addition 5(a) with respect to the Prospectus, as amended or supplemented, to the extent that the Loss arises from the sale of any liability shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, within the time required by the Securities Act, a copy of the Prospectus as then amended or supplemented, if the Company may otherwise havehas previously furnished copies thereof to such indemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless the Underwriter each Purchaser and any person each person, if any, who controls the Underwriter any Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of the Underwriter from and against any loss, expense, liability, damage liability or claim (including the reasonable cost of investigationinvestigation and reasonable legal and other expenses) which, jointly or severally, the Underwriter any such Purchaser or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage liability or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any amendment), any Issuer Free Writing Prospectus that the Company has filed post-effective amendment thereof) or was required to file with the Commission or is otherwise required to retain, or in the Prospectus (the term Prospectus "Prospectus" for the purpose of this Section 5 being 9 shall be deemed to include any preliminary prospectus, the Prospectus and prospectus included in the Registration Statement at the time it became effective, the Prospectus, the Prospectus as amended or supplemented and any document incorporated by the Companyreference therein pursuant to Item 12 of Form S-3), (iv) any application or other document, arises out of or any amendment or supplement thereto, executed by the Company or is based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any either such Registration Statement, Statement or such Prospectus or necessary to make the statements made therein in such Registration Statement not misleading, (vi) any omission misleading or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made thereinin such Prospectus, in the light of the circumstances under which they were made, not misleading, (vii) unless such alleged untrue statement or omission was made in conformity with written information given the Company by the Purchaser through the Representative expressly for use therein or arises out of any statement or omission in the Statement of Eligibility of the Trustee under the Indenture, provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or in the Prospectus included in the Registration Statement at the time it became effective, the indemnity agreement contained in this paragraph shall not inure to the benefit of any material fact contained in Purchaser (or of any audio person controlling such Purchaser) on account of any such loss, claim, damage or visual materials used in connection with liability arising from the marketing sale of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in New Bonds to any person unless a copy of the case of Prospectus (iiiexcluding any documents incorporated by reference therein), (v) and (vi) above onlyas then supplemented or amended, insofar as shall have been given or sent to such person by or on behalf of such Purchaser with or prior to the written confirmation of such sale. Each Purchaser or person shall promptly notify the Company of any such loss, expense, liability, damage liability or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriter but failure so to notify the Company expressly for use in shall not relieve the Company from any liability which it may have to such Registration Statement, Prospectus Purchaser or Application. The person otherwise than on account of the indemnity agreement set forth contained in this Section 5.1 9. The Company shall be entitled to assume the investigation of any liability or claim or the defense of any suit brought to enforce any such liability or claim and the Purchaser or person against whom such suit is brought shall be entitled to participate in such investigation and defense. If the Company assumes the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by the Company and satisfactory to such Purchaser or person, and in such case such Purchaser or person shall bear the expense of his investigation and the fees and expenses of any additional counsel retained by him, except (i) those incurred after notifying the Company of such claim and prior to being advised by the Company of its intention to assume such investigation or defense or (ii) if the Company shall not have employed counsel reasonably satisfactory to the Purchasers within a reasonable time after notice of the institution of such claim or liability or suit. If the Company does not assume the investigation of any such claim or the defense of any such suit, or if the Company shall agree in writing to pay such fees and expenses or if such Purchaser or person shall reasonably conclude that there may be defenses available to it or them which are different from or in addition to any liability which those available to the Company, the Company may otherwise havewill reimburse such Purchaser or person for the reasonable fees and expenses of any counsel retained by him; provided however, that in such event the Company shall be entitled, at its own expense, to participate in the investigation or defense. The Company's indemnity agreement contained in this Section 9 and its warranties and representations in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser or controlling person, and shall survive any termination of this Agreement or the issuance and delivery of the New Bonds. The Company agrees promptly to notify the Purchasers of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issuance and sale of the New Bonds, or such Registration Statement or Prospectus. 10.

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless the Underwriter each Purchaser and any person each person, if any, who controls the Underwriter any Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of the Underwriter from and against any loss, expense, liability, damage liability or claim (including the reasonable cost of investigationinvestigation and reasonable legal and other expenses) which, jointly or severally, the Underwriter any such Purchaser or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage liability or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any amendment), any Issuer Free Writing Prospectus that the Company has filed post-effective amendment thereof) or was required to file with the Commission or is otherwise required to retain, or in the Prospectus (the term Prospectus "Prospectus" for the purpose of this Section 5 being 9 shall be deemed to include any preliminary prospectus, the Prospectus and prospectus included in the Registration Statement at the time it became effective, the Prospectus, the Prospectus as amended or supplemented and any document incorporated by the Companyreference therein pursuant to Item 12 of Form S-3), (iv) any application or other document, arises out of or any amendment or supplement thereto, executed by the Company or is based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any either such Registration Statement, Statement or such Prospectus or necessary to make the statements made therein in such Registration Statement not misleading, (vi) any omission misleading or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made thereinin such Prospectus, in the light of the circumstances under which they were made, not misleading, (vii) unless such alleged untrue statement or omission was made in conformity with written information given the Company by the Purchaser through the Representative expressly for use therein or arises out of any statement or omission in the Statement of Eligibility of the Trustee under the Indenture, provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or in the Prospectus included in the Registration Statement at the time it became effective, the indemnity agreement contained in this paragraph shall not inure to the benefit of any material fact contained in Purchaser (or of any audio person controlling such Purchaser) on account of any such loss, claim, damage or visual materials used in connection with liability arising from the marketing sale of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in New Bonds to any person unless a copy of the case of Prospectus (iiiexcluding any documents incorporated by reference therein), (v) and (vi) above onlyas then supplemented or amended, insofar as shall have been given or sent to such person by or on behalf of such Purchaser with or prior to the written confirmation of such sale. The Company's agreement to indemnify or reimburse any such Purchaser or person with respect to any such loss, expense, liability, damage liability or claim arises out is expressly conditioned upon its being notified of the action in connection therewith brought against such Purchaser or is based upon any untrue statement person by letter or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriter telegram addressed to the Company expressly for use in within ten days after the summons or other first legal process which discloses the nature of the liability or claim shall have been personally served upon such Registration Statement, Prospectus Purchaser or Application. The person (or after he shall have received notice of such service upon any agent designated by him) but failure so to notify the Company shall not relieve the Company from any liability which it may have to such Purchaser or person otherwise than on account of the indemnity agreement set forth contained in this Section 5.1 9. The Company shall be entitled to assume the investigation of any liability or claim or the defense of any suit brought to enforce any such liability or claim and the Purchaser or person against whom such suit is brought shall be entitled to participate in such investigation and defense. If the Company assumes the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by the Company and satisfactory to such Purchaser or person, and in such case such Purchaser or person shall bear the expense of his investigation and the fees and expenses of any additional counsel retained by him, except those incurred after notifying the Company of such claim and prior to being advised by the Company of its intention to assume such investigation or defense. If the Company does not assume the investigation of any such claim or the defense of any such suit, or if the Company shall agree in writing to pay such fees and expenses or if such Purchaser or person shall reasonably conclude that there may be defenses available to it or them which are different from or in addition to any liability which those available to the Company, the Company may otherwise havewill reimburse such Purchaser or person for the reasonable fees and expenses of any counsel retained by him; provided however, that in such event the Company shall be entitled, at its own expense, to participate in the investigation or defense. The Company's indemnity agreement contained in this Section 9 and its warranties and representations in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser or controlling person, and shall survive any termination of this Agreement or the issuance and delivery of the New Bonds. The Company agrees promptly to notify the Purchasers of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issuance and sale of the New Bonds, or such Registration Statement or Prospectus. 10.

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless the Underwriter each Purchaser and any person each person, if any, who controls the Underwriter any Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of the Underwriter from and against any loss, expense, liability, damage liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Underwriter any such Purchaser or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage liability or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any amendment), any Issuer Free Writing Prospectus that the Company has filed post-effective amendment thereof) or was required to file with the Commission or is otherwise required to retain, or in the Prospectus (the term Prospectus "Prospectus" for the purpose of this Section 5 being 9 shall be deemed to include any preliminary prospectus, the Prospectus and prospectus included in the Registration Statement at the time it became effective, the Prospectus, the Prospectus as amended or supplemented and any document incorporated by the Companyreference therein pursuant to Item 12 of Form S-3), (iv) any application or other document, arises out of or any amendment or supplement thereto, executed by the Company or is based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any either such Registration Statement, Statement or such Prospectus or necessary to make the statements made therein in such Registration Statement not misleading, (vi) any omission misleading or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made thereinin such Prospectus, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, except insofar as any such loss, expense, liability, damage liability or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriter to the Company expressly through you for use in such Registration Statement, Statement or in such Prospectus or Applicationarises out of or is based upon any alleged omission from information furnished in writing to the Company on behalf of any Purchaser through you to state a material fact in connection with such information required to be stated therein or necessary to make such information when used in such Registration Statement not misleading, or necessary to make such information when used in such Prospectus, in the light of the circumstances under which it was used, not misleading. The Company's agreement to indemnify or reimburse any such Purchaser or person with respect to any such loss, expense, liability or claim is expressly conditioned upon its being notified of the action in connection therewith brought against such Purchaser or person by letter or telegram addressed to the Company within ten days after the summons or other first legal process which discloses the nature of the liability or claim shall have been personally served upon such Purchaser or person (or after he shall have received notice of such service upon any agent designated by him) but failure so to notify the Company shall not relieve the Company from any liability which it may have to such Purchaser or person otherwise than on account of the indemnity agreement set forth contained in this Section 5.1 9. The Company shall be entitled to assume the investigation of any liability or claim or the defense of any suit brought to enforce any such liability or claim and the Purchaser or person against whom such suit is brought shall be entitled to participate in such investigation and defense. If the Company assumes the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by the Company and satisfactory to such Purchaser or person, and in such case such Purchaser or person shall bear the expense of its or such person's investigation and the fees and expenses of any additional counsel retained by such Purchaser or person, except those incurred after notifying the Company of such claim and prior to being advised by the Company of its intention to assume such investigation or defense. If the Company does not assume the investigation of any such claim or the defense of any such suit, or if the Company shall agree in writing to pay such fees and expenses, or if such Purchaser or person shall reasonably conclude that there may be defenses available to it or such person which are different from or in addition to any liability which those available to the Company, the Company may otherwise havewill reimburse such Purchaser or person for the reasonable fees and expenses of any counsel retained by such Purchaser or person; provided, however, that in such event the Company shall be entitled, at its own expense, to participate in the investigation or defense. The Company's indemnity agreement contained in this Section 9 and its warranties and representations in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser or controlling person, and shall survive any termination of this Agreement or the issue and delivery of the Purchased Stock. The Company agrees promptly to notify the Purchasers of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issue and sale of the Purchased Stock, or such Registration Statement or Prospectus.

Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless the Underwriter each Purchaser and any person each person, if any, who controls the Underwriter any Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of the Underwriter from and against any loss, expense, liability, damage liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Underwriter any such Purchaser or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage liability or claim arises out of or is based upon (i) any breach of any representation, warranty or covenant of the Company contained herein, (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any amendment), any Issuer Free Writing Prospectus that the Company has filed post-effective amendment thereof) or was required to file with the Commission or is otherwise required to retain, or in the Prospectus (the term Prospectus "Prospectus" for the purpose of this Section 5 being 8 shall be deemed to include any preliminary prospectus, the Prospectus and prospectus included in the Registration Statement at the time it became effective, the Prospectus, the Prospectus as amended or supplemented and any document incorporated by the Companyreference therein pursuant to Item 12 of Form S-3), (iv) any application or other document, arises out of or any amendment or supplement thereto, executed by the Company or is based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any either such Registration Statement, Statement or such Prospectus or necessary to make the statements made therein in such Registration Statement not misleading, (vi) any omission misleading or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made thereinin such Prospectus, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, except insofar as any such loss, expense, liability, damage liability or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriter to the Company expressly through you for use in such Registration Statement, Statement or in such Prospectus or Applicationarises out of or is based upon any alleged omission from information furnished in writing to the Company on behalf of any Purchaser through you to state a material fact in connection with such information required to be stated therein or necessary to make such information when used in such Registration Statement not misleading, or necessary to make such information when used in such Prospectus, in the light of the circumstances under which it was used, not misleading. The Company's agreement to indemnify or reimburse any such Purchaser or person with respect to any such loss, expense, liability or claim is expressly conditioned upon its being notified of the action in connection therewith brought against such Purchaser or person by letter or telegram addressed to the Company within ten days after the summons or other first legal process which discloses the nature of the liability or claim shall have been personally served upon such Purchaser or person (or after he shall have received notice of such service upon any agent designated by him) but failure so to notify the Company shall not relieve the Company from any liability which it may have to such Purchaser or person otherwise than on account of the indemnity agreement set forth contained in this Section 5.1 8. The Company shall be entitled to assume the investigation of any liability or claim or the defense of any suit brought to enforce any such liability or claim and the Purchaser or person against whom such suit is brought shall be entitled to participate in such investigation and defense. If the Company assumes the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by the Company and satisfactory to such Purchaser or person, and in such case such Purchaser or person shall bear the expense of his investigation and the fees and expenses of any additional counsel retained by him, except those incurred after notifying the Company of such claim and prior to being advised by the Company of its intention to assume such investigation or defense. If the Company does not assume the investigation of any such claim or the defense of any such suit, or if the Company shall agree in writing to pay such fees and expenses, or if such Purchaser or person shall reasonably conclude that there may be defenses available to it or them which are different from or in addition to any liability which those available to the Company, the Company may otherwise havewill reimburse such Purchaser or person for the reasonable fees and expenses of any counsel retained by him; provided, however, that in such event the Company shall be entitled, at its own expense, to participate in the investigation or defense. The Company's indemnity agreement contained in this Section 8 and its warranties and representations in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser or controlling person, and shall survive any termination of this Agreement or the issue and delivery of the New Securities. The Company agrees promptly to notify the Purchasers of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issue and sale of the New Securities, or such Registration Statement or Prospectus.