Common use of By the Selling Stockholders Clause in Contracts

By the Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Selling Stockholder will furnish to the Corporation in writing information regarding such Selling Stockholder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Corporation, its Affiliates and their respective directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation or such other Person indemnified under this Section 5.8(b) against all Losses caused by any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in conformity with and in reliance on information furnished in writing by such Person concerning such Person expressly for use therein; provided, however, that each Selling Stockholder’s obligation to indemnify the Corporation hereunder shall, to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons pursuant to such registration statement. Notwithstanding the foregoing, no Person shall be liable to the Corporation and the underwriters for aggregate amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.

By the Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Selling Stockholder will furnish to the Corporation in writing information regarding such Selling Stockholder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Corporation, its Affiliates and their respective directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation or such other Person indemnified under this Section 5.8(b) against all Losses caused by any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in conformity with and in reliance on information furnished in writing by such Person concerning such Person expressly for use therein; therein; provided, however, that each Selling Stockholder’s obligation to indemnify the Corporation hereunder shall, to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons pursuant to such registration statement. Notwithstanding the foregoing, no Person shall be liable to the Corporation and the underwriters for aggregate amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.

By the Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Selling Stockholder will furnish to the Corporation Company in writing information regarding such Selling StockholderPerson’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the CorporationCompany, its Affiliates and their respective directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation Company or such other Person indemnified under this Section 5.8(b2.8(b) against all Losses caused by any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in conformity with and in reliance on information furnished in writing by such Person concerning such Person expressly for use therein; therein; provided, however, that each Selling Stockholder’s obligation to indemnify the Corporation Company hereunder shall, to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons pursuant to such registration statement. Notwithstanding the foregoing, no Person shall be liable to the Corporation Company and the underwriters for aggregate amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.

By the Selling Stockholders. In connection with any registration statement in which a Selling Stockholder is participating, each such Selling Stockholder will shall furnish to the Corporation ANTEC in writing such information regarding and affidavits with respect to such Selling Stockholder’s ownership of Registrable Securities Stockholder as ANTEC reasonably requests for use in connection with any such registration statement or prospectus and its intended method of distribution thereof andagrees to indemnify, to the extent permitted by law, shallANTEC, severally the directors and not jointly, indemnify the Corporation, its Affiliates and their respective directors, officers, employees and agents officers of ANTEC and each Person person who controls ANTEC (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation against any Losses resulting from any untrue or such other Person indemnified under this Section 5.8(b) against all Losses caused by any alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment omission or supplement thereto or any alleged omission of a material fact required to be stated therein in the Disclosure Documents or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that such untrue statement or omission is made contained in conformity any information or affidavit with and in reliance on information respect to such Selling Stockholder so furnished in writing by such Person concerning such Person Selling Stockholder expressly for use therein; providedin the registration statement, however, provided that each the liability of such Selling Stockholder’s obligation Stockholder pursuant to indemnify the Corporation hereunder shall, this Section 6(b) shall not exceed an amount equal to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from proceeds of the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons Shares sold pursuant to such registration statement that are received by or for the benefit of such Selling Stockholder. ANTEC shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement. Notwithstanding The Selling Stockholders shall reimburse each such indemnified party for all legal or other expenses reasonably incurred by such party in connection with investigating or defending any such claim, including, subject to such indemnified party's compliance with the foregoing, no Person shall be liable to the Corporation and the underwriters for aggregate amounts in excess provisions of the lesser last sentence of subsection (ic) such apportionment and (ii) the net amount received by such holder of this Section 6, any amounts paid in the offering giving rise to such liabilitysettlement of any litigation, commenced or threatened.

By the Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Selling Stockholder will furnish to the Corporation Company in writing information regarding such Selling Stockholder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the CorporationCompany, its Affiliates and their respective directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation Company or such other indemnified Person indemnified under this Section 5.8(b) against all Losses caused by any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any Issuer Free Writing Prospectus or any amendment or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is made caused by and contained in conformity with and in reliance on such information so furnished in writing by such Person concerning such Person Selling Stockholder expressly for use therein; therein; provided, however, that each Selling Stockholder’s obligation to indemnify the Corporation Company hereunder shall, to the extent more than one Person Selling Stockholder is subject to the same indemnification obligation, be apportioned between each Person Selling Stockholder based upon the net amount received by each Person Selling Stockholder from the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons Selling Stockholders of Registrable Securities sold pursuant to such registration statement. Notwithstanding the foregoing, no Person Selling Stockholder shall be liable to the Corporation and the underwriters Company for aggregate amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.

By the Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Selling Stockholder will furnish to the Corporation Company in writing information regarding such Selling StockholderPerson’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the CorporationCompany, its Affiliates and their respective directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation Company or such other Person indemnified under this Section 5.8(b2.8(b) against all Losses caused by any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of a material fact Doc#: US1:11696926v9 required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in conformity with and in reliance on information furnished in writing by such Person concerning such Person expressly for use therein; provided, however, that each Selling Stockholder’s obligation to indemnify the Corporation Company hereunder shall, to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons pursuant to such registration statement. Notwithstanding the foregoing, no Person shall be liable to the Corporation Company and the underwriters for aggregate amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.

By the Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Each of the Selling Stockholder will furnish to the Corporation in writing information regarding such Selling Stockholder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall--------------------------- Stockholders, severally and not jointly, will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the CorporationAct or otherwise, its Affiliates and their respective directorsinsofar as such losses, officersclaims, employees and agents and each Person who controls damages or liabilities (within the meaning or actions in respect thereof) arise out of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation or such other Person indemnified under this Section 5.8(b) against all Losses caused by any are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the registration statementRegistration Statement or the Prospectus, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto thereto, or any arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, but only in each case to the extent that such untrue statement or omission arises from or is made in conformity with and in reliance based on information furnished in writing by such Person concerning such Person expressly Selling Stockholder for use therein; in connection therewith, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with the investigating or defending any such action or claim as such expenses are incurred; provided, however, that each (A) the Selling Stockholder’s obligation Stockholders shall not be -------- ------- liable to indemnify any Underwriter under the Corporation hereunder shall, indemnity agreement of this subsection (a) with respect to any Preliminary Prospectus to the extent more than one Person is subject that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Shares to a person as to whom it shall be established that there was not sent or given, at or prior to the same indemnification obligationwritten confirmation of such sale, be apportioned between each Person based upon the net amount received by each Person from the sale of Registrable Securities, as compared to the total net amount received by all a copy of the indemnifying Persons pursuant Prospectus or of the Prospectus as then amended or supplemented in any case where such delivery is required by the Act if the Company has previously furnished copies thereof in sufficient quantity to such registration statement. Notwithstanding the foregoing, no Person shall be liable to the Corporation Underwriter and the underwriters for aggregate amounts loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in excess the Preliminary Prospectus which was identified in writing at such time to such Underwriter and corrected in the Prospectus or in the Prospectus as amended or supplemented, and (B) the liability of each Selling Stockholder under the lesser indemnity agreement in this Section 9(b) shall not exceed the product of (i) such apportionment the purchase price paid by the Underwriters for the Shares and (ii) the net amount received number of Shares sold by such holder in the offering giving rise to such liabilitySelling Stockholder under this Agreement.

By the Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Selling Stockholder will furnish to the Corporation in writing information regarding such Selling Stockholder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Corporation, its Affiliates and their respective directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation or such other Person indemnified under this Section 5.8(b3.8(b) against all Losses caused by any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in conformity with and in reliance on information furnished in writing by such Person concerning such Person expressly for use therein; provided, however, that each Selling Stockholder’s obligation to indemnify the Corporation hereunder shall, to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons pursuant to such registration statement. Notwithstanding the foregoing, no Person shall be liable to the Corporation and the underwriters for aggregate amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.

By the Selling Stockholders. In connection with any --------------------------- registration statement in which a Selling Stockholder is participating, each such Selling Stockholder will shall furnish to the Corporation ANTEC in writing such information regarding and affidavits with respect to such Selling Stockholder’s ownership of Registrable Securities Stockholder as ANTEC reasonably requests for use in connection with any such registration statement or prospectus and its intended method of distribution thereof andagrees to indemnify, to the extent permitted by law, shallANTEC, severally the directors and not jointly, indemnify the Corporation, its Affiliates and their respective directors, officers, employees and agents officers of ANTEC and each Person person who controls ANTEC (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation against any Losses resulting from any untrue or such other Person indemnified under this Section 5.8(b) against all Losses caused by any alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment omission or supplement thereto or any alleged omission of a material fact required to be stated therein in the Disclosure Documents or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that such untrue statement or omission is made contained in conformity any information or affidavit with and in reliance on information respect to such Selling Stockholder so furnished in writing by such Person concerning such Person Selling Stockholder expressly for use therein; providedin the registration statement, however, provided that each the liability of such Selling Stockholder’s obligation Stockholder pursuant to indemnify the Corporation hereunder shall, this Section 6(b) shall not exceed an amount equal to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from proceeds of the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons Shares sold pursuant to such registration statement that are received by or for the benefit of such Selling Stockholder. ANTEC shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement. Notwithstanding The Selling Stockholders shall reimburse each such indemnified party for all legal or other expenses reasonably incurred by such party in connection with investigating or defending any such claim, including, subject to such indemnified party's compliance with the foregoing, no Person shall be liable to the Corporation and the underwriters for aggregate amounts in excess provisions of the lesser last sentence of subsection (ic) such apportionment and (ii) the net amount received by such holder of this Section 6, any amounts paid in the offering giving rise to such liabilitysettlement of any litigation, commenced or threatened.

By the Selling Stockholders. In connection with any registration statement in which a Stockholder is participatingEach of the Selling Stockholders, each such Selling Stockholder will furnish to the Corporation in writing information regarding such Selling Stockholder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, --------------------------- severally and not jointly, will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the CorporationAct or otherwise, its Affiliates and their respective directorsinsofar as such losses, officersclaims, employees and agents and each Person who controls damages or liabilities (within the meaning or actions in respect thereof) arise out of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation or such other Person indemnified under this Section 5.8(b) against all Losses caused by any are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the registration statementRegistration Statement or the Prospectus, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto thereto, or any arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, but only in each case to the extent that such untrue statement or omission arises from or is made in conformity with and in reliance based on information furnished in writing by such Person concerning such Person expressly Selling Stockholder for use therein; in connection therewith, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with the investigating or defending any such action or claim as such expenses are incurred; provided, however, that each (A) the Selling Stockholder’s obligation Stockholders shall not be -------- ------- liable to indemnify any Underwriter under the Corporation hereunder shall, indemnity agreement of this subsection (a) with respect to any Preliminary Prospectus to the extent more than one Person is subject that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Shares to a person as to whom it shall be established that there was not sent or given, at or prior to the same indemnification obligationwritten confirmation of such sale, be apportioned between each Person based upon the net amount received by each Person from the sale of Registrable Securities, as compared to the total net amount received by all a copy of the indemnifying Persons pursuant Prospectus or of the Prospectus as then amended or supplemented in any case where such delivery is required by the Act if the Company has previously furnished copies thereof in sufficient quantity to such registration statement. Notwithstanding the foregoing, no Person shall be liable to the Corporation Underwriter and the underwriters for aggregate amounts loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in excess the Preliminary Prospectus which was identified in writing at such time to such Underwriter and corrected in the Prospectus or in the Prospectus as amended or supplemented, and (B) the liability of each Selling Stockholder under the lesser indemnity agreement in this Section 9(b) shall not exceed the product of (i) such apportionment the purchase price paid by the Underwriters for the Shares and (ii) the net amount received number of Shares sold by such holder in the offering giving rise to such liabilitySelling Stockholder under this Agreement.

By the Selling Stockholders. In connection with any registration statement in which a Selling Stockholder is participating, each such Selling Stockholder will shall furnish to the Corporation Newco in writing such information regarding with respect to such Selling Stockholder’s ownership of Registrable Securities Stockholder as Newco reasonably requests for use in connection with any such registration statement or prospectus and its intended method of distribution thereof andagrees to indemnify, severally and not jointly, to the extent permitted by law, shallNewco, severally the directors and not jointly, indemnify the Corporation, its Affiliates and their respective directors, officers, employees and agents officers of Newco and each Person person who controls Newco (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation against any Losses resulting from any untrue or such other Person indemnified under this Section 5.8(b) against all Losses caused by any alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment omission or supplement thereto or any alleged omission of a material fact required to be stated therein in the Disclosure Documents or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that such untrue statement or omission is made contained in conformity any information with and in reliance on information respect to such Selling Stockholder so furnished in writing by such Person concerning such Person Selling Stockholder expressly for use therein; providedin the registration statement, however, provided that each the liability of such Selling Stockholder’s obligation Stockholder pursuant to indemnify the Corporation hereunder shall, this Section 6(b) shall not exceed an amount equal to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from proceeds of the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons Shares sold pursuant to such registration statement that are received by or for the benefit of such Selling Stockholder. Newco shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement. Notwithstanding The Selling Stockholders shall reimburse each such indemnified party for all legal or other expenses reasonably incurred by such party in connection with investigating or defending any such claim, including, subject to such indemnified party's compliance with the foregoingprovisions of the last sentence of subsection (c) of this Section 6, no Person shall be liable any amounts paid in settlement of any litigation, commenced or threatened. Newco and each Selling Stockholder hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Selling Stockholder to the Corporation and contrary, for all purposes of this Agreement the underwriters only information furnished or to be furnished to Newco for aggregate amounts use in excess of the lesser of any such registration statement, preliminary, final or summary prospectus or amendment or supplement thereto are statements specifically relating to (i) transactions between such apportionment Selling Stockholder and its affiliates, as that term is defined in Rule 12b-2 of the Exchange Act ("Affiliates"), on the one hand, and Newco, on the other hand; (ii) the net amount received beneficial ownership of shares of Newco Common Stock by such holder Selling Stockholder and its Affiliates, (iii) the name and address of such Selling Stockholder, and (iv) any additional information about such Selling Stockholder or the plan of distribution (other than for an underwritten offering) that is required by law to be disclosed in the offering giving rise to any such liabilitydocument.

By the Selling Stockholders. In connection with any registration statement in which a Selling Stockholder is participating, each such Selling Stockholder will shall furnish to the Corporation Newco in writing such information regarding with respect to such Selling Stockholder’s ownership of Registrable Securities Stockholder as Newco reasonably requests for use in connection with any such registration statement or prospectus and its intended method of distribution thereof andagrees to indemnify, severally and not jointly, to the extent permitted by law, shallNewco, severally the directors and not jointly, indemnify the Corporation, its Affiliates and their respective directors, officers, employees and agents officers of Newco and each Person person who controls Newco (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation against any Losses resulting from any untrue or such other Person indemnified under this Section 5.8(b) against all Losses caused by any alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment omission or supplement thereto or any alleged omission of a material fact required to be stated therein in the Disclosure Documents or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that such untrue statement or omission is made contained in conformity any information with and in reliance on information respect to such Selling Stockholder so furnished in writing by such Person concerning such Person Selling Stockholder expressly for use therein; providedin the registration statement, however, provided that each the liability of such Selling Stockholder’s obligation Stockholder pursuant to indemnify the Corporation hereunder shall, this Section 6(b) shall not exceed an amount equal to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from proceeds of the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons Shares sold pursuant to such registration statementstatement that are received by or for the benefit of such Selling Stockholder. Notwithstanding the foregoing, no Person Newco shall be liable entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the Corporation and the underwriters for aggregate amounts same extent as provided above with respect to information so furnished in excess of the lesser of (i) such apportionment and (ii) the net amount received writing by such holder in the offering giving rise to such liability.persons specifically for inclusion in

By the Selling Stockholders. In connection with any registration statement in which a Selling Stockholder is participating, each such Selling Stockholder will furnish agrees to indemnify and hold harmless RMI, the Corporation in writing information regarding such Selling Stockholder’s ownership directors and officers of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Corporation, its Affiliates and their respective directors, officers, employees and agents RMI and each Person person who controls RMI (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation against any Losses relating to any untrue or such other Person indemnified under this Section 5.8(b) against all Losses caused by any alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment omission or supplement thereto or any alleged omission of a material fact required to be stated therein in the Registration Statement or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that such untrue statement or omission is made contained in conformity any information with and in reliance on information respect to such Selling Stockholder so furnished in writing by such Person concerning such Person Selling Stockholder expressly for use therein; providedin the registration statement, however, provided that each the liability of such Selling Stockholder’s obligation Stockholder pursuant to indemnify the Corporation hereunder shall, this Section 5(b) shall not exceed an amount equal to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from proceeds of the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons Shares sold pursuant to such registration statement that are received by or for the benefit of such Selling Stockholder. RMI shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement. Notwithstanding The Selling Stockholders shall promptly as incurred reimburse each such indemnified party for all legal or other expenses reasonably incurred by such party in connection with investigating or defending any such claim, including, subject to such indemnified party's compliance with the foregoing, no Person shall be liable to the Corporation and the underwriters for aggregate amounts in excess provisions of the lesser last sentence of subsection (ic) such apportionment and (ii) the net amount received by such holder of this Section 5, any amounts paid in the offering giving rise to such liabilitysettlement of any litigation, commenced or threatened.

By the Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Selling Stockholder will furnish to the Corporation in writing information regarding such Selling Stockholder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Corporation, its Affiliates and their respective directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation or such other Person indemnified under this Section 5.8(b) 5.2 against all Losses to which they are or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation, at common law or otherwise, insofar as such Losses arise out of, are based upon, are caused by or relate to any untrue statement of material fact contained or incorporated in the any registration statement, prospectus or preliminary prospectus prospectus, offering circular, offering memorandum or Disclosure Package (including a Free Writing Prospectus Prospectus) or any amendment or supplement thereto or any filing or document incidental to such registration or qualification of the securities as required by this Agreement, or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or omission is made in conformity with and in reliance on information furnished in writing by such Person concerning such Person expressly for use therein; provided, however, that each Selling Stockholder’s obligation to indemnify the Corporation hereunder shall, to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from the sale of such Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons pursuant to such registration statement. Notwithstanding the foregoing, no Person shall be liable to the Corporation and the underwriters for aggregate amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder (after deducting any discounts and commissions) from the disposition of Registrable Securities in the offering giving rise to such liability.

By the Selling Stockholders. In connection with any registration statement in which a Selling Stockholder is participating, each such Selling Stockholder will shall furnish to the Corporation Newco in writing such information regarding with respect to such Selling Stockholder’s ownership of Registrable Securities Stockholder as Newco reasonably requests for use in connection with any such registration statement or prospectus and its intended method of distribution thereof andagrees to indemnify, severally and not jointly, to the extent permitted by law, shallNewco, severally the directors and not jointly, indemnify the Corporation, its Affiliates and their respective directors, officers, employees and agents officers of Newco and each Person person who controls Newco (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation against any Losses resulting from any untrue or such other Person indemnified under this Section 5.8(b) against all Losses caused by any alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment omission or supplement thereto or any alleged omission of a material fact required to be stated therein in the Disclosure Documents or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent extent, that such untrue statement or omission is made contained in conformity any information with and in reliance on information respect to such Selling Stockholder so furnished in writing by such Person concerning such Person Selling Stockholder expressly for use therein; providedin the registration statement, however, provided that each the liability of such Selling Stockholder’s obligation Stockholder pursuant to indemnify the Corporation hereunder shall, this Section 6(b) shall not exceed an amount equal to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from proceeds of the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons Shares sold pursuant to such registration statement that are received by or for the benefit of such Selling Stockholder. Newco shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement. Notwithstanding The Selling Stockholders shall reimburse each such indemnified party for all legal or other expenses reasonably incurred by such party in connection with investigating or defending any such claim, including, subject to such indemnified party's compliance with the foregoingprovisions of the last sentence of subsection (c) of this Section 6, no Person shall be liable any amounts paid in settlement of any litigation, commenced or threatened. Newco and each Selling Stockholder hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Selling Stockholder to the Corporation and contrary, for all purposes of this Agreement the underwriters only information furnished or to be furnished to Newco for aggregate amounts use in excess of the lesser of any such registration statement, preliminary, final or summary prospectus or amendment or supplement thereto are statements specifically relating to (i) transactions between such apportionment Selling Stockholder and its affiliates, as that term is defined in Rule 12b-2 of the Exchange Act ("Affiliates"), on the one hand, and Newco, on the other hand; (ii) the net amount received beneficial ownership of shares of Newco Common Stock by such holder in Selling Stockholder and its Affiliates, (iii) the offering giving rise to name and address of such liability.Selling