Common use of Indemnification by Selling Shareholder Clause in Contracts

Indemnification by Selling Shareholder. The Selling Shareholder shall indemnify and hold harmless the Company, and its Affiliates, directors, officers and employees (including each officer of the Company 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, against any and all losses, liabilities, claims, damages, judgments and expenses described in the indemnity contained in Section 9(a) (provided that any settlement of the type described therein is effected with the written consent of the Selling Shareholder) as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholder in writing for use in such Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto) or any issuer free writing prospectus; provided, however, that the Selling Shareholder shall not be required to provide indemnification in any amount in excess of the amount by which (x) the total price at which the Registrable Securities sold by the Selling Shareholder and distributed to the public were offered to the public exceeds (y) the amount of any damages which the Selling Shareholder has otherwise been required to pay and has paid by reason of such untrue or alleged untrue statement or omission or alleged omission. The Company shall be entitled, to the extent customary, to receive indemnification and contribution 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, issuer free writing prospectus or Registration Statement.

Indemnification by Selling Shareholder. The Selling Shareholder shall will, and hereby does indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, and the Corporation, its Affiliates, directors, officers officers, employees and employees (including each officer of the Company who signed the Registration Statement) agents and each Person, if any, Person who controls the Company Corporation (within the meaning of Section 15 of the Securities Act or Section 20 of Act) (collectively, the Exchange Act, "Corporation Indemnitees" and individually a "Corporation Indemnitee") against any and all losses, liabilities, claims, damages, judgments liabilities and expenses described expenses, joint or several (including reasonable fees of counsel and any amounts paid in the indemnity contained in Section 9(a) (provided that any settlement of the type described therein is effected with the written consent of the Selling Shareholder) as incurred's consent, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholder in writing for use in such Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto) or any issuer free writing prospectus; provided, however, that the Selling Shareholder which consent shall not be required unreasonably withheld) to provide indemnification which any Corporation Indemnitee may become subject under the Securities Act, at common law or otherwise insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are caused by (i) any amount in excess of the amount by which (x) the total price at which the Registrable Securities sold by the Selling Shareholder and distributed to the public were offered to the public exceeds (y) the amount of any damages which the Selling Shareholder has otherwise been required to pay and has paid by reason of such untrue statement or alleged untrue statement of a material fact contained in any registration statement in which any of the Qualified Registrable Securities were included or the omission or alleged omission. The Company omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Corporation shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be entitled, stated therein or necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading to the extent customaryextent, but only to receive indemnification and contribution from underwritersthe extent, selling brokers, dealer managers and similar securities industry professionals participating in the distributioncases described in clauses (i) and (ii), to the same extent as provided above with respect to that such untrue statement or omission is contained in any information so furnished in writing by Selling Shareholder relating to Selling Shareholder for use in the preparation thereof and if the Corporation does not know, at the time such Persons specifically for inclusion information is included in any the registration statement, prospectus, issuer free writing preliminary prospectus, amendment or supplement, that such information is false or misleading, (iii) any violation by Selling Shareholder of any federal, state or common law, rule or regulation applicable to Selling Shareholder and relating to action of or inaction by Selling Shareholder in connection with any such registration, and (iv) with respect to any preliminary prospectus, the fact that Selling Shareholder sold Qualified Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the prospectus (excluding documents incorporated by reference) or Registration Statementof the prospectus as then amended or supplemented (excluding documents incorporated by reference) if (a) the Corporation has previously furnished copies thereof to Selling Shareholder in compliance with Section 3 of this Agreement and (b) the loss, claim, damage, liability or expense of such Corporation Indemnitee results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Corporation (except as provided above) or Selling Shareholder and shall survive the transfer of such securities by Selling Shareholder.

Indemnification by Selling Shareholder. The Selling Shareholder shall agrees to indemnify and hold harmless the Company, and its Affiliates, directors, officers and employees (including each officer of the Company who signed the Registration Statement) Underwriter and each Personperson, if any, who controls the Company any Underwriter within the meaning of Section 15 of the Securities 1933 Act or of Section 20 of the Exchange Act, against any 1934 Act to the extent and all losses, liabilities, claims, damages, judgments and expenses described in the indemnity contained manner set forth in Section 9(aclauses (a)(i), (ii) and (provided iii) above, in each case to the extent, and only to the extent, that any settlement of the type described therein is effected with the written consent of the Selling Shareholder) as incurred, but only with respect to such untrue statements or omissions, statement or alleged untrue statements statement or omissions, omission or alleged omission was made in a Registration Statement (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished by the Selling Shareholder expressly for use therein (it being agreed that the only information that the Selling Shareholder has furnished expressly for use in the Registration Statement or amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the 1933 Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or the Prospectus or any amendment or supplement thereto is the name of such Selling Shareholder, the address of such Selling Shareholder, the number of Shares of Common Stock to be sold by such Selling Shareholder set forth in the Time of Sale Prospectus and the Prospectus under the caption “Selling Stockholder”). Notwithstanding anything herein to the Company contrary, in no event shall the liability of the Selling Shareholder to provide indemnity pursuant to this Section 7(b), or contribution pursuant to Section 8, or, for the avoidance of doubt, pursuant to both such sections taken together, exceed the amount of net proceeds received by the Selling Shareholder in writing for use in such Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto) or any issuer free writing prospectus; provided, however, that connection with the Selling Shareholder shall not be required to provide indemnification in any amount in excess sale of the amount by which (x) the total price at which the Registrable Securities sold by the Selling Shareholder and distributed to the public were offered to the public exceeds (y) the amount of any damages which the Selling Shareholder has otherwise been required to pay and has paid by reason of such untrue or alleged untrue statement or omission or alleged omission. The Company shall be entitled, to the extent customary, to receive indemnification and contribution 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, issuer free writing prospectus or Registration StatementShares under this Agreement.