Common use of INDEMNIFICATION BY THE MEMBERS OF THE UNDERWRITING GROUP Clause in Contracts

INDEMNIFICATION BY THE MEMBERS OF THE UNDERWRITING GROUP. The members of the Underwriting Group agree, in the same manner as set forth in subsection 6.01. above, to indemnify and hold harmless the Company, the directors and officers of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Act, with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Securities under the blue sky or securities laws thereof, or any information furnished pursuant to subsection 3.06 hereof, if such statement or omission was made in reliance upon information peculiarly within the knowledge of a member of the Underwriting Group and furnished in writing to the Company by a member of the Underwriting Group or on its behalf specifically for use in connection with the preparation thereof or supplement thereto. No member of the Underwriting Group shall be liable for amounts paid in settlement of any such litigation if such settlement was effected without the written consent of the member of the Underwriting Group. In case of commencement of any action in respect of which indemnity may be sought from a member of the Underwriting Group on account of the indemnity agreement contained in this subsection 6.02., each person to be indemnified by the member of the Underwriting Group shall have the same obligation to notify the member of the Under writing Group as the members of the Underwriting Group have toward the Company in subsection 6.01. above, subject to the same loss of indemnity in the event such notice is not given, and the member of the Underwriting Group shall have the same right to participate in (and, to the extent that the member of the Underwriting Group shall wish, to direct) the defense of such action at the expense of the member of the Underwriting Group, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to the Company. If the member of the Underwriting Group elects to direct such defense, the member of the Underwriting Group agrees to furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the expense of the member of the Underwriting Group, and permit the Company to be an observer therein.

INDEMNIFICATION BY THE MEMBERS OF THE UNDERWRITING GROUP. The members of the Underwriting Group agree, in the same manner as set forth in subsection 6.01. above, to indemnify and hold harmless the Company, the directors and officers of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Act, with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Securities under the blue sky or securities laws thereof, or any information furnished pursuant to subsection 3.06 hereof, if such statement or omission was made in reliance upon information peculiarly within the knowledge of a member of the Underwriting Group and furnished in writing to the Company by a member of the Underwriting Group or on its behalf specifically for use in connection with the preparation thereof or supplement thereto. No member of the Underwriting Group shall be liable for amounts paid in settlement of any such litigation if such settlement was effected without the written consent of the member of the Underwriting Group. In case of commencement of any action in respect of which indemnity may be sought from a member of the Underwriting Group on account of the indemnity agreement contained in this subsection 6.02., each person to be indemnified by the member of the Underwriting Group shall have the same obligation to notify the member of the Under writing Underwriting Group as the members of the Underwriting Group have toward the Company in subsection 6.01. above, subject to the same loss of indemnity in the event such notice is not given, and the member of the Underwriting Group shall have the same right to participate in (and, to the extent that the member of the Underwriting Group shall wish, to direct) the defense of such action at the expense of the member of the Underwriting Group, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to the Company. If the member of the Underwriting Group elects to direct such defense, the member of the Underwriting Under- writing Group agrees to furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the expense of the member of the Underwriting Group, and permit the Company to be an observer therein.

INDEMNIFICATION BY THE MEMBERS OF THE UNDERWRITING GROUP. The members -------------------------------------------------------- of the Underwriting Group agree, in the same manner as set forth in subsection 6.016.1. above, to indemnify and hold harmless the Company, the directors and officers of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Act, with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Securities Shares under the blue sky or securities laws thereof, or any information furnished pursuant to subsection 3.06 3.6 hereof, if such statement or omission was made in reliance upon information peculiarly within the knowledge of a member of the Underwriting Group and furnished in writing to the Company by a member of the Underwriting Group or on its behalf specifically for use in connection with the preparation thereof or supplement theretothereto and such person in making any such statement, or any such omission or alleged omission, knowingly or willfully, violated applicable law or was guilty of gross negligence in connection therewith. No member of the Underwriting Group shall be liable for amounts paid in settlement of any such litigation if such settlement was effected without the written consent of the member of the Underwriting Group. In case of commencement of any action in respect of which indemnity may be sought from a member of the Underwriting Group on account of the indemnity agreement contained in this subsection 6.026.2., each person to be indemnified by the indemnifying member of the Underwriting Group shall have the same obligation to notify the member of the Under writing Underwriting Group as the members of the Underwriting Group have toward the Company in subsection 6.016.1. abovehereof, subject to the same loss of indemnity in the event such notice is not given, and the indemnifying member of the Underwriting Group shall have the same right to participate in (and, to the extent that the indemnifying member of the Underwriting Group shall wish, to direct) the defense of such action at the expense of the indemnifying member of the Underwriting Group, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to the Company. If the indemnifying member of the Underwriting Group elects to direct such defense, the indemnifying member of the Underwriting Group agrees to furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the expense of the indemnifying member of the Underwriting Group, and permit the Company to be an observer therein.

INDEMNIFICATION BY THE MEMBERS OF THE UNDERWRITING GROUP. The members of the Underwriting Group agree, in the same manner as set forth in subsection 6.01. above, to indemnify and hold harmless the Company, the directors and officers of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Act, with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Securities under the blue sky or securities laws thereof, or any information furnished pursuant to subsection 3.06 hereof, if such statement or omission was made in reliance upon information peculiarly within the knowledge of a member of the Underwriting Group and furnished in writing to the Company by a member of the Underwriting Group or on its behalf specifically for use in connection with the preparation thereof or supplement thereto. No member of the Underwriting Group shall be liable for amounts paid in settlement of any such litigation if such settlement was effected without the written consent of the member of the Underwriting Group. In case of commencement of any action in respect of which indemnity may be sought from a member of the Underwriting Group on account of the indemnity agreement contained in this subsection 6.02., each person to be indemnified by the member of the Underwriting Group shall have the same obligation to notify the member of the Under writing Underwriting Group as the members of the Underwriting Group have toward the Company in subsection 6.01. above, subject to the same loss of indemnity in the event such notice is not given, and the member of the Underwriting Group shall have the same right to participate in (and, to the extent that the member of the Underwriting Group shall wish, to direct) the defense of such action at the expense of the member of the Underwriting Group, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to the Company. If the member of the Underwriting Group elects to direct such defense, the member of the Underwriting Group agrees to furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the expense of the member of the Underwriting Group, and permit the Company to be an observer therein.

INDEMNIFICATION BY THE MEMBERS OF THE UNDERWRITING GROUP. The members -------------------------------------------------------- of the Underwriting Group agree, in the same manner as set forth in subsection 6.016.1. above, to indemnify and hold harmless the Company, the directors and officers of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Act, with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Securities Shares under the blue sky or securities laws thereof, or any information furnished pursuant to subsection 3.06 3.6 hereof, if such statement or omission was made in reliance upon information peculiarly within the knowledge of a member of the Underwriting Group and furnished in writing to the Company by a member of the Underwriting Group or on its behalf specifically for use in connection with the preparation thereof or supplement theretothereto and such person in making any such statement, or any such omission or alleged omission, knowingly or willfully, violated applicable law or was guilty of gross negligence in connection therewith. No member of the Underwriting Group shall be liable for amounts paid in settlement of any such litigation if such settlement was effected without the written consent of the member of the Underwriting Group. In case of commencement of any action in respect of which indemnity may be sought from a member of the Underwriting Group on account of the indemnity agreement contained in this subsection 6.026.2., each person to be indemnified by the indemnifying member of the Underwriting Group shall have the same obligation to notify the member of the Under writing Underwriting Group as the members of the Underwriting Group have toward the Company in subsection 6.016.1. abovehereof, subject to the same loss of indemnity in the event such notice is not given, and the member of the Underwriting Group shall have the same right to participate in (and, to the extent that the indemnifying member of the Underwriting Group shall wish, to direct) the defense of such action at the expense of the indemnifying member of the Underwriting Group, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to the Company. If the indemnifying member of the Underwriting Group elects to direct such defense, the indemnifying member of the Underwriting Group agrees to furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the expense of the indemnifying member of the Underwriting Group, and permit the Company to be an observer therein.