Common use of Indemnification by the Selling Shareholder Clause in Contracts

Indemnification by the Selling Shareholder. The Selling Shareholder will indemnify, defend and hold harmless the Underwriters Indemnified Parties against any losses, claims, damages or liabilities, joint or several, to which the Underwriters may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of such Selling Shareholder contained herein; or (iv) in whole or in part, any material failure of such Selling Shareholder to perform its obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Selling Shareholder shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or, in reliance upon and in conformity with the Underwriter Information.

Indemnification by the Selling Shareholder. The Selling Shareholder will indemnify, defend agrees to indemnify and hold harmless the Underwriters Indemnified Parties Company, its directors, its officers who sign the Registration Statement, each Underwriter, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act, and each person, if any, who controls the Company or any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriters may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (including any legal or actions other expenses reasonably incurred in respect thereofconnection with defending or investigating any such action or claim) that arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or any amendment thereof, including any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information deemed that the Company has filed, or is required to be a part of the Registration Statement at the time of effectiveness and at any subsequent time file, pursuant to Rules 430A and 430B of Rule 433(d) under the Securities Act RegulationsAct, any road show, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, Prospectus or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or that arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by it but in connection each case only with evaluating, investigating or defending against such loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of such Selling Shareholder contained herein; or (iv) in whole or in part, any material failure of such Selling Shareholder reference to perform its obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Selling Shareholder shall not be liable Information (as defined in any the following sentence). It being understood and agreed that the only such case information furnished by the Selling Shareholder consists of (A) the legal name, address and the number of Common Shares and Class B common shares of the Company, par value $0.001 per share, owned by the Selling Shareholder before and after the offering and (B) the other information with respect to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made Selling Shareholder (excluding percentages) which appear in the Registration Statementtable (and corresponding footnotes) under the caption “Principal and Selling Shareholders” (collectively, with respect to the Selling Shareholder, the Prospectus“Selling Shareholder Information”). The liability of the Selling Shareholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price of the Shares sold by the Selling Shareholder under this Agreement after deducting underwriting discounts and commissions (with respect to the Selling Shareholder, or any amendment or supplement thereto, or, in reliance upon and in conformity with the Underwriter Information“Selling Shareholder Net Proceeds”).

Indemnification by the Selling Shareholder. The Selling Shareholder will shall indemnify, defend and hold harmless the Underwriters Indemnified Parties against any losses, claims, damages or liabilities, joint or several, to which the Underwriters may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of such the Selling Shareholder contained herein; or (iv) in whole or in part, any material failure of such the Selling Shareholder to perform its their obligations hereunder or under law, and will shall reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Selling Shareholder shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the any Registration Statement, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, or, in reliance upon and in conformity with the Underwriter Information.

Indemnification by the Selling Shareholder. The (a) In connection with a Demand Registration or Piggyback Registration, any Selling Shareholder will indemnify, defend shall indemnify and hold harmless to the Underwriters Indemnified Parties against extent permitted by law the Company and its Affiliates as well as each of their respective directors, officers, employees, mandataries and shareholders, with respect to any lossesloss (excluding loss of profit), claimsliability, claim, damages and costs whatsoever, including the sums paid in settlement of an investigation, ordinance, order, litigation, lawsuit or liabilitiesclaim, whether joint or severalsolidary, to which the Underwriters may become subjectsuffered or incurred, under the Securities Act stemming from or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement on a misrepresentation or alleged untrue statement misrepresentation of a material fact contained in the Registration Statementa Prospectus or an amendment thereof, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsall documents incorporated therein by reference, or arise out of or are based upon the its omission from the Registration Statement, or alleged omission to state therein, of a material fact required to which must be stated therein disclosed in it or that is necessary to make the statements made therein not misleading; (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, misleading in light of the circumstances under in which they were made, not misleadingor suffered or incurred and stemming from or based on the failure to comply with applicable Canadian Securities Legislation by such Selling Shareholder (for greater certainty, and will reimburse other than the Underwriter Indemnified Parties for Company’s, other Selling Shareholder(s)’ or any legal or other expenses reasonably incurred by it party’s failure to comply with applicable Canadian Securities Legislation) in connection with evaluatingthe applicable Demand Registration or Piggyback Registration, investigating but, in any case, only regarding misrepresentations or defending against such loss, claim, damage, liability omissions or action; (iii) in whole alleged misrepresentations or in part, any material inaccuracy omissions made in the representations Prospectus, including all documents incorporated therein by reference, and warranties included based on and in accordance with written information provided to the Company by or on behalf of such Selling Shareholder contained herein; or (iv) in whole or in part, any material failure of about such Selling Shareholder to perform its obligations hereunder or under law, and will reimburse for the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionpurpose of preparing the Prospectus; provided, however, that the Selling Shareholder shall not be liable under this subsection 4.3(a) for any settlement of an action made without its written consent, which consent shall not be unreasonably denied or delayed; in addition, the indemnity contemplated by this subsection 4.3(a) shall not apply to a loss, liability, claim, damages or costs insofar as they stem from a misrepresentation or omission or an alleged misrepresentation or omission found in a Prospectus if the Company (or any such case Person acting on its behalf, including the Persons who participate as underwriters for the Offering or the sale of Eligible Securities in connection with a Demand Registration or Piggyback Registration, but other than an underwriter whose services are retained by the Selling Shareholder in connection with an Offering on behalf of the Selling Shareholder only) has not sent or delivered a copy of the Prospectus to the extent that any Person asserting such loss, liability, claim, damage, liability damages or action arises out costs at the latest at the time of remittance of written confirmation of a sale of securities covered thereby to such Person where such Prospectus corrected such misrepresentation or is based upon an untrue statement omission. The amounts paid by the Selling Shareholder to a Corporation Indemnified Party under this subsection 4.3(a) further to any such loss shall be reimbursed to the Selling Shareholder if a court determines in a final judgement without the possibility of appeal or alleged untrue statement or omission or alleged omission made in review that such Corporation Indemnified Party was not entitled to indemnification by the Registration Statement, the Prospectus, or any amendment or supplement thereto, or, in reliance upon and in conformity with the Underwriter InformationSelling Shareholder.

Indemnification by the Selling Shareholder. The Selling Shareholder will indemnifyShareholder, defend severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriters Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which the Underwriters such Underwriter may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Selling Shareholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, including the 430A Information and any other information deemed to be a part of the such Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, the Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) an untrue statement or alleged untrue statement of a material fact contained in the any Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or in any other materials used in connection with is required to file pursuant to Rule 433(d) of the OfferingRules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and will reimburse the each Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of action as such Selling Shareholder contained herein; or (iv) in whole or in part, any material failure of such Selling Shareholder to perform its obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionare incurred; provided, however, that the (x) a Selling Shareholder shall not be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or, in reliance upon and in conformity with Selling Shareholder Information relating to the Underwriter InformationSelling Shareholder, and (y) in no event shall any Selling Shareholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters” discounts and commissions) received by the Selling Shareholder from the sale of the ADSs pursuant to this Agreement.

Indemnification by the Selling Shareholder. The Selling Shareholder will indemnify, defend agrees to indemnify and hold harmless (i) each Underwriter, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the Underwriters Indemnified Parties meaning of the Securities Act or the Exchange Act and (ii) the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which the Underwriters such Underwriter, director, officer, employee, agent or controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including the any information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time thereof pursuant to Rules 430A and Rule 430A, Rule 430B of or Rule 430C under the Securities Act RegulationsAct, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) an misleading; or upon any untrue statement or alleged untrue statement of a material fact contained in the any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will to reimburse the Underwriter Indemnified Parties Company, each Underwriter, and their respective officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by it the Company, such Underwriter, or their respective officers, directors, employees, agents or such controlling person in connection with evaluatinginvestigating, investigating defending, settling, compromising or defending against paying any such loss, claim, damage, liability or action; (iii) in whole or in partliability, any material inaccuracy in the representations and warranties of such Selling Shareholder contained herein; or (iv) in whole or in part, any material failure of such Selling Shareholder to perform its obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending against such loss, claim, damage, liability expense or action; provided, however, that the Selling Shareholder shall not be liable in any such case hereunder only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto, or) or any Non-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by the Selling Shareholder expressly for use therein, and only up to such amount equal to the net proceeds received by the Selling Shareholder pursuant to this Agreement. The indemnity agreement set forth in this Section 7(c) shall be in addition to any liabilities that the Selling Shareholder may otherwise have. This Section 7(c) shall not affect or modify any separate, valid agreement relating to indemnification between the Company, on the one hand, and the Selling Shareholder, on the other hand.

Indemnification by the Selling Shareholder. The Selling Shareholder will indemnify, defend agrees to indemnify and hold harmless the Underwriters Indemnified Parties each Underwriter from and against any losses, claims, damages or liabilities, joint or several, to which the Underwriters such Underwriter may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Selling Shareholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or in any other marketing materials used or information provided to investors by, or with the approval of, the Company in connection with the Offeringmarketing of the offering of the Common Stock (the “Marketing Materials”), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and will reimburse the each Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of action as such Selling Shareholder contained herein; or (iv) in whole or in part, any material failure of such Selling Shareholder to perform its obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionare incurred; provided, however, that (x) the Selling Shareholder shall not be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement theretosupplement, or, any issuer free writing prospectus or in any Marketing Materials in reliance upon and in conformity with Selling Shareholder Information relating to the Underwriter InformationSelling Shareholder, and (y) in no event shall the Selling Shareholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters” discounts and commissions) received by the Selling Shareholder from the sale of the Securities pursuant to this Agreement.

Indemnification by the Selling Shareholder. The Selling Each selling Shareholder will indemnify, defend agrees (severally and not jointly) to indemnify and hold harmless the Underwriters Indemnified Parties against any losses, claims, damages or liabilities, joint or severalharmless, to which the Underwriters may become subjectfull extent permitted by law, under the Company, its Affiliates, and their respective directors, officers, shareholders, employees, advisors, agents, each Person who controls the Company (within the meaning of the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofand the Exchange Act) arise out of or are based upon and each other Shareholder from and against any Losses resulting from (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Shelf Registration Statement at the time of effectiveness and at or any subsequent time pursuant to Rules 430A and 430B of other Registration Statement under which such Registrable Securities were Registered under the Securities Act Regulations(including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made, ) not misleading, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of such Selling Shareholder contained herein; or (iv) in whole or in part, any material failure of such Selling Shareholder to perform its obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Selling Shareholder selling Shareholders shall not be liable to any particular indemnified party in any such case (A) to the extent that any such loss, claim, damage, liability or action Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement, the Prospectus, Statement or any amendment or supplement thereto, or, other such Registration Statement in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by a party other than the Shareholders expressly for use in the preparation thereof, (B) for any amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Shareholders, or (C) if and to the extent that, in the case of a sale directly by a Shareholder (including a sale of such Registrable Securities through any underwriter retained by such Shareholder to engage in a distribution solely on behalf of such Shareholder) such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary Prospectus and corrected in a final or amended Prospectus, and the Company failed to deliver to such Shareholder a copy of the final or amended Prospectus at or prior to the confirmation of the sale of Registrable Securities to the Person asserting any such Loss in any case where such delivery is required by the Securities Act or any state securities laws. In no event shall the liability of any selling Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Shareholder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Company 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 appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus, the Shelf Registration Statement or other Registration Statement. Each Shareholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company.

Indemnification by the Selling Shareholder. The Selling Shareholder will indemnify, defend and hold harmless the Underwriters Indemnified Parties against any losses, claims, damages or liabilities, joint or several, to which the Underwriters may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading; (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of such Selling Shareholder contained herein; or (iv) in whole or in part, any material failure of such Selling Shareholder to perform its obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Selling Shareholder shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or, in reliance upon and in conformity with the Underwriter Information.