Common use of Indemnification by the Selling Shareholders Clause in Contracts

Indemnification by the Selling Shareholders. The Selling Shareholders 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 the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their 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 Shareholders 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 Shareholders. The Selling Shareholders 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 the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform 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 Shareholders 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 Shareholders. The (a) In the case of each offering made pursuant to this Agreement, each Selling Shareholders will indemnifyHolder, defend by exercising its registration rights hereunder, agrees to indemnify and hold harmless, and to cause each underwriter of Registrable Securities included in such offering (in the same manner and to the same extent as set forth in Section 2.9(a) to agree to indemnify and hold harmless to the Underwriters Indemnified Parties extent permitted by law, Covisint, each other underwriter who participates in such offering, each other Selling Holder or other holder with securities included in such offering and in the case of an underwriter, such Selling Holder or other holder, and each Person, if any, who controls any of the foregoing within the meaning of the Securities Act and the officers, directors, affiliates, employees and agents of each of the foregoing, against any and all losses, claimsliabilities, damages or liabilitiescosts (including reasonable attorneys’ fees and disbursements), claims and damages, joint or several, to which the Underwriters they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, claimsliabilities, costs, claims and damages or liabilities (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon (i) an any untrue statement or alleged untrue statement by such Selling Holder or underwriter, as the case may be, 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 registration statement (or in any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, preliminary 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 final prospectus included therein or necessary issuer free writing prospectus related thereto) or in any offering memorandum or other offering document relating to make the statements therein not misleading; (ii) an untrue statement offering and sale of such Registrable Securities prepared by Covisint or alleged untrue statement of a material fact contained in the Prospectusat its direction, or any amendment thereof or supplement thereto, or in any other materials used in connection with the Offeringdocument incorporated by reference therein, or arise out of any omission by such Selling Holder or are based upon underwriter, as the omission case may be, or alleged omission by such Selling Holder or underwriter, as the case may be, 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 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 the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their 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 Shareholders shall not be liable in any such each 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 shall have been made in reliance on or in conformity with information furnished to Covisint in writing by or on behalf of such Selling Holder or underwriter, as the Registration Statementcase may be, the Prospectusspecifically for use in such registration statement (or in any preliminary or final prospectus included therein or issuer free writing prospectus related thereto), offering memorandum or other offering document or any amendment thereof or supplement thereto, or, in reliance upon and in conformity with the Underwriter Information.

Indemnification by the Selling Shareholders. The Each Selling Shareholders will indemnifyShareholder, defend severally and not jointly, agrees to indemnify and hold harmless the Underwriters Indemnified Parties Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which the Underwriters any such person may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) an untrue statement or alleged any untrue statement of a any 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, 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 (ii) 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 such person for any legal or other expenses reasonably incurred by it such person in connection with evaluating, investigating or defending against any such loss, claim, damage, liability liability, action or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their 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 actionproceeding; provided, however, that the a Selling Shareholders shall not Shareholder will only be liable in any such case and to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement statement, or alleged untrue statement statement, or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Prospectus, or any such amendment or supplement theretosupplement, or, in reliance upon and in conformity with written information furnished by or on behalf of such Selling Shareholder specifically for use in the Underwriter Informationpreparation thereof. In no event, however, shall the liability of any Selling Shareholder for indemnification under this Section exceed an amount equal to the offering price of the Common Stock sold by such Selling Shareholder, less applicable underwriting discounts and commissions.

Indemnification by the Selling Shareholders. The Each Selling Shareholders will indemnify, defend Shareholder agrees to indemnify and hold harmless BNYCMI, its officers, directors, employees and agents, and each Person, if any, who controls BNYCMI within the Underwriters Indemnified Parties meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents, from and against any and all losses, claims, damages or liabilities, joint and any action or severalproceeding in respect thereof, to which the Underwriters BNYCMI, its officers, directors, employees and agents, and any such controlling Person and any officer, director, employee or agent of such controlling Person may become subject, subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon (i) an upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed Prospectus or any other prospectus relating to be a part of the Registration Statement at the time of effectiveness and at any subsequent time Common Shares sold by BNYCMI 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 Prospectusthis Agreement, or any amendment or supplement thereto, or in any other materials used in connection with the Offeringpreliminary prospectus, or arise out of of, or are based upon the upon, any 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 the Prospectus or any amendment or supplement thereto or any preliminary prospectus, in light of the circumstances under in which they were made, ) not misleading, except insofar as the same are made in reliance upon and will in conformity with information related to BNYCMI furnished in writing to the Company by BNYCMI expressly for use therein, and each Selling Shareholder shall reimburse the Underwriter Indemnified Parties BNYCMI, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal or and other expenses reasonably incurred by it thereby in connection with evaluating, investigating or defending or preparing to defend against any such losslosses, claimclaims, damagedamages or liabilities, liability or action; (iii) actions or proceedings in whole or in partrespect thereof, any material inaccuracy in the representations and warranties of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other as such 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 such Selling Shareholders Shareholder shall not be liable in any such case only to the extent that any such losslosses, claimclaims, damage, liability damages or liabilities (or action arises or proceeding in respect thereof) arise out of of, or is are based upon an upon, any 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, therein in reliance upon and in conformity with information related to such Selling Shareholder furnished in writing to the Underwriter InformationCompany by such Selling Shareholder expressly for use therein.

Indemnification by the Selling Shareholders. The Each Selling Shareholders will indemnifyShareholder, defend severally and not jointly, agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the Underwriters Indemnified Parties meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which the Underwriters any such person may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) an untrue statement or alleged any untrue statement of a any 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 Preliminary Prospectus, 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 (ii) 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 Underwriter Indemnified Parties such person for any legal or other expenses reasonably incurred by it such person in connection with evaluating, investigating or defending against any such loss, claim, damage, liability liability, action or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their 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 actionproceeding; provided, however, that the a Selling Shareholders shall not Shareholder will only be liable in any such case and to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement statement, or alleged untrue statement statement, or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Prospectus, or any such amendment or supplement theretosupplement, or, in reliance upon and in conformity with written information furnished by or on behalf of such Selling Shareholder specifically for use in the Underwriter Informationpreparation thereof. In no event, however, shall the liability of any Selling Shareholder for indemnification under this Section exceed an amount equal to the offering price of the Shares sold by such Selling Shareholder to the Underwriters, less applicable underwriting discounts and commissions.

Indemnification by the Selling Shareholders. The Each of the Selling Shareholders will indemnifywill, defend severally and not jointly, indemnify and hold harmless the Underwriters Indemnified Parties each Underwriter 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) that arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany Preliminary Prospectus as of its date, including the information deemed to be a part of the Registration Statement at as of its effective date, the time ADS Registration Statement as of effectiveness and at its effective date or the Prospectus as of its date, or any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsamendment or supplement thereto, 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 not misleading, in light each case only to the extent that such untrue statement or omission is relating to information such Selling Shareholder has provided to the Company in writing expressly for use in any such Time of Sale Information, Preliminary Prospectus, the circumstances under which they were madeRegistration Statement, not misleadingthe ADS Registration Statement or the Prospectus, as the case may be, and will reimburse the each Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by it such Underwriter in connection with evaluating, investigating or defending against any such loss, claim, damage, liability action or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other claim as such 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 Selling Shareholders shall not be liable in any 49 such case to the extent that any such loss, claim, damage, liability or action arises damages that arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, ADS Registration Statement or the Prospectus or any such amendment or supplement thereto, or, in reliance upon and in conformity with written information furnished to the Company by any Underwriter Informationthrough the Representatives expressly for use therein; provided, further, however, that the cumulative aggregate obligation of each Selling Shareholder under this Section y6(c) shall in no event exceed the amount of net proceeds received by such Selling Shareholder from the sale of the ADSs hereunder.

Indemnification by the Selling Shareholders. The Each Selling Shareholders will indemnifyShareholder ------------------------------------------- agrees, defend jointly and severally, to indemnify and hold harmless harmless, to the Underwriters Indemnified Parties fullest extent permitted by law, the Corporation, its directors, officers, employees and agents and each Person who controls the Corporation (within the meaning of the Securities Act) (collectively, the "Corporation Indemnitees" and individually a ----------------------- "Corporation Indemnitee") against any all losses, claims, damages or liabilitiesdamages, liabilities and ---------------------- expenses, joint or severalseveral (including reasonable fees of counsel and any amounts paid in settlement effected with any Selling Shareholder's consent, which consent shall not be unreasonably withheld) to which the Underwriters any Corporation Indemnitee may become subject, subject under the Securities Act Act, at common law or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon caused by (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 any registration statement in which any of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Qualified Registrable Securities Act Regulations, were included 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 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 stated therein or necessary in order to make the statements therein in the light of the circumstances under which they were mademade not misleading to the extent, but only to the extent, in the cases described in clauses (i) and (ii), that such untrue statement or omission is contained in any information furnished in writing by any Selling Shareholder relating to any Selling Shareholder for use in the preparation thereof and if the Corporation does not know, at the time the information is included in the registration statement, prospectus, preliminary prospectus, amendment or supplement, that the information is false or misleading, (iii) any violation by any Selling Shareholder of any federal, state or common law, rule or regulation applicable to any Selling Shareholder and will reimburse the Underwriter Indemnified Parties for relating to action of or inaction by any legal or other expenses reasonably incurred by it Selling Shareholder in connection with evaluatingany registration statement, investigating and (iv) with respect to any preliminary prospectus, the fact that any Selling Shareholder sold Qualified Registrable Securities to a person to whom there was not sent or defending against such given, at or prior to the written confirmation of the sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if (a) the Corporation has previously furnished copies thereof to the Selling Shareholder in compliance with Section 3 of this Agreement and (b) the loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties --------- expense of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their 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 Shareholders 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 Corporation Indemnitee results from an untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in the Registration Statement, preliminary prospectus which was corrected in the Prospectus, 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 any amendment or supplement thereto, or, in reliance upon Selling Shareholder and in conformity with shall survive the Underwriter Informationtransfer of the securities by any Selling Shareholder.

Indemnification by the Selling Shareholders. The Selling Shareholders will indemnifyagree, defend severally and not jointly, 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 such Selling Shareholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise (i) arising out of or are based upon (i) an on any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in the Registration StatementStatement (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 430B of the Securities Act RegulationsRule 430A, 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 arising out of or based on any untrue statement or alleged untrue statement of a material fact contained included in the or incorporated by reference in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any materials or information provided to investors by, or in any other materials used with the approval of, such Selling Shareholder in connection with the Offeringmarketing of the offering of the Securities, 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 necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse expense whatsoever, as incurred, to the Underwriter Indemnified Parties for extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(e) below) any such settlement is effected with the written consent of the Selling Shareholders; against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representative), reasonably incurred by it in connection with evaluatinginvestigating, investigating preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability or action; to the extent that any such expense is not paid under (iiii) in whole or in part, any material inaccuracy in the representations and warranties of the Selling Shareholders contained herein; or though (ivii) in whole or in part, any material failure of the Selling Shareholders to perform their 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 actionabove; provided, however, that the each Selling Shareholders Shareholder shall not be liable in any subject to such case liability only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or, in reliance upon and in conformity with the Underwriter Selling Shareholder Information; further provided, however, that the liability of any Selling Shareholder pursuant to this Section 8(b) shall not exceed the gross proceeds (net of any underwriting discounts and commissions but before deducting other expenses) from the sale of the Securities sold by such Selling Shareholder hereunder.

Indemnification by the Selling Shareholders. The Each Selling Shareholders will indemnifyShareholder agrees, defend jointly and severally, to indemnify and hold harmless harmless, to the Underwriters Indemnified Parties fullest extent permitted by law, the Corporation, its directors, officers, employees and agents and each Person who controls the Corporation (within the meaning of the Securities Act) (collectively, the "Corporation Indemnitees" and individually a "Corporation Indemnitee") against any all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or severalseveral (including reasonable fees of counsel and any amounts paid in settlement effected with any Selling Shareholder's consent, which consent shall not be unreasonably withheld) to which the Underwriters any Corporation Indemnitee may become subject, subject under the Securities Act Act, at common law or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon caused by (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 any registration statement in which any of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Qualified Registrable Securities Act Regulations, were included 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 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 stated therein or necessary in order to make the statements therein in the light of the circumstances under which they were mademade not misleading to the extent, but only to the extent, in the cases described in clauses (i) and (ii), that such untrue statement or omission is contained in any information furnished in writing by any Selling Shareholder relating to any Selling Shareholder for use in the preparation thereof and if the Corporation does not know, at the time the information is included in the registration statement, prospectus, preliminary prospectus, amendment or supplement, that the information is false or misleading, (iii) any violation by any Selling Shareholder of any federal, state or common law, rule or regulation applicable to any Selling Shareholder and will reimburse the Underwriter Indemnified Parties for relating to action of or inaction by any legal or other expenses reasonably incurred by it Selling Shareholder in connection with evaluatingany registration statement, investigating and (iv) with respect to any preliminary prospectus, the fact that any Selling Shareholder sold Qualified Registrable Securities to a person to whom there was not sent or defending against such given, at or prior to the written confirmation of the sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if (a) the Corporation has previously furnished copies thereof to the Selling Shareholder in compliance with Section 3 of this Agreement and (b) the loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties expense of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their 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 Shareholders 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 Corporation Indemnitee results from an untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in the Registration Statement, preliminary prospectus which was corrected in the Prospectus, 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 any amendment or supplement thereto, or, in reliance upon Selling Shareholder and in conformity with shall survive the Underwriter Informationtransfer of the securities by any Selling Shareholder.

Indemnification by the Selling Shareholders. The Each Selling Shareholders will indemnifyShareholder, defend severally and not jointly, agrees to indemnify and hold harmless the Underwriters Indemnified Parties Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which the Underwriters any such person may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) an untrue statement or alleged any untrue statement of a any 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, 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 (ii) 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 such person for any legal or other expenses reasonably incurred by it such person in connection with evaluating, investigating or defending against any such loss, claim, damage, liability liability, action or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their 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 actionproceeding; provided, however, that the a Selling Shareholders shall not Shareholder will only be liable in any such case and to the extent that any such loss, claim, damage, damage or liability or action arises out of or is based upon an untrue statement statement, or alleged untrue statement statement, or omission or alleged omission made in the Registration Statement, the Prospectus, or any such amendment or supplement theretosupplement, or, in reliance upon and in conformity with written information furnished by or on behalf of such Selling Shareholder specifically for use in the Underwriter Informationpreparation thereof. In no event, however, shall the liability of any Selling Shareholder for indemnification under this Section exceed an amount equal to the offering price of the Common Stock sold by such Selling Shareholder, less applicable underwriting discounts and commissions.

Indemnification by the Selling Shareholders. The Selling Shareholders will indemnifyShareholders, defend severally and not jointly, shall indemnify and hold harmless the Underwriters each Underwriter Indemnified Parties Party, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof, to which the Underwriters that Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof) arise action 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 StatementPreliminary Prospectus, including the information deemed to be a part either of the Registration Statement at Statements or the time of effectiveness and at Prospectus or in any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, amendment or arise out of supplement thereto or are based upon (ii) the omission from the Registration Statement, or alleged omission to state thereinin any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto 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, misleading and will shall reimburse the each Underwriter Indemnified Parties Party promptly upon demand for any legal or other expenses reasonably incurred by it that Underwriter Indemnified Party in connection with evaluating, investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other action as such 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 Selling Shareholders shall not only 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 in or omission or alleged omission made in from the Preliminary Prospectus, the Registration Statement, Statement or the Prospectus, Prospectus or any such amendment or supplement thereto, or, in reliance upon and in conformity with written information relating to the Selling Shareholder furnished to the Company by or on behalf of the Selling Shareholder specifically for use therein (the "Selling Shareholder's Information"); provided further, however, that the foregoing indemnification agreement with respect to the Preliminary Prospectus shall not inure to the benefit of any Underwriter Informationfrom whom the person asserting any such loss, claim, damage or liability purchased Securities, or any officers, employees, representatives, agents or controlling persons of such Underwriter, if (i) a copy of the Prospectus (as then amended or supplemented) was required by law to be delivered to such person at or prior to the written confirmation of the sale of Securities to such person, (ii) a copy of the Prospectus (as then amended or supplemented) excluding documents incorporated by reference therein was not sent or given to such person by or on behalf of such Underwriter and such failure was not due to non-compliance by the Company with Section 4(I)(d), and (iii) the Prospectus (as so amended or supplemented) would have cured all or part of the defect giving rise to such loss, claim, damage or liability. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Shareholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party. Notwithstanding anything in this Section 7(b) to the contrary, the liability of any Selling Shareholder under this Section 7(b), together with any liability of such Selling Shareholder under Section 7(a), shall not exceed the amount of the net proceeds received by such Selling Shareholder from the sale of shares of Stock pursuant to this Agreement.

Indemnification by the Selling Shareholders. The Selling Shareholders will indemnifyShareholders, defend jointly and severally, shall indemnify and hold harmless the Underwriters each Underwriter Indemnified Parties Party, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof, to which the Underwriters that Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof) arise action 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 StatementPreliminary Prospectus, including the information deemed to be a part either of the Registration Statement at Statements or the time of effectiveness and at Prospectus or in any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, amendment or arise out of supplement thereto or are based upon (ii) the omission from the Registration Statement, or alleged omission to state thereinin any Preliminary Prospectus, either of the Registration Statements or the Prospectus or in any amendment or supplement thereto 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, misleading and will shall reimburse the each Underwriter Indemnified Parties Party promptly upon demand for any legal or other expenses reasonably incurred by it that Underwriter Indemnified Party in connection with evaluating, investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other action as such 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 Selling Shareholders 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 in or omission or alleged omission made in from the Preliminary Prospectus, the Registration Statement, Statement or the Prospectus, Prospectus or any such amendment or supplement thereto, or, in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters' Information; provided further, however, that the foregoing indemnification agreement with respect to the Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, claim, damage or liability purchased Securities, or any officers, employees, representatives, agents or controlling persons of such Underwriter, if (i) a copy of the Prospectus (as then amended or supplemented) was required by law to be delivered to such person at or prior to the written confirmation of the sale of Securities to such person, (ii) a copy of the Prospectus (as then amended or supplemented) excluding documents incorporated by reference therein was not sent or given to such person by or on behalf of such Underwriter and such failure was not due to non-compliance by the Company with Section 4(I)(d), and (iii) the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Shareholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party. Notwithstanding anything in this Section 7(b) to the contrary, the liability of any Selling Shareholder under this Section 7(b) shall not exceed the amount of the net proceeds received by such Selling Shareholder from the sale of shares of Stock pursuant to this Agreement.

Indemnification by the Selling Shareholders. The Selling Shareholders 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 the Selling Shareholders Shareholder contained herein; or (iv) in whole or in part, any material failure of the each Selling Shareholders Shareholder to perform their 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 Shareholders 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 Underwriters Information.

Indemnification by the Selling Shareholders. The Each Selling Shareholders will indemnify, defend Shareholder jointly and severally agrees to indemnify and hold harmless the Underwriters each Underwriter Indemnified Parties Party against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including, unless such Selling Shareholder elects to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in connection therewith), 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 be based upon (i) an untrue statement any breach of any representation, warranty, agreement or covenant of any Selling Shareholder herein contained, or (ii) the Securities Act, the Exchange Act, or any other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or the Prospectus (or any Preliminary Prospectus, the Registration Statement or the Prospectus, as from time to time amended and supplemented) includes an 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 omits 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 order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and will reimburse in conformity with, written information furnished to the Underwriter Indemnified Parties Company by any Underwriter, directly or through the Representatives, specifically for any legal or other expenses reasonably incurred by it use in connection with evaluatingthe preparation thereof; provided, investigating or defending against -------- however, that the indemnification obligation arising under this Section ------- 8(b) shall apply only to the extent that such loss, claim, damage, liability or action; (iii) in whole expense is caused by or in part, any material inaccuracy in the representations and warranties of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders related to perform their 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 Shareholders 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 omission 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 information relating to such Selling Shareholder furnished in writing to the Company by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendments or supplements thereto. Such Selling Shareholder shall be entitled to participate at his own expense in the defense, or, if he so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Selling Shareholder elects to assume the defense, such defense shall be conducted by counsel chosen by him. In the event that any Selling Shareholder elects to assume the defense of any such suit and retain such counsel, the Underwriter InformationIndemnified Parties, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) such Selling Shareholder shall have specifically authorized the retaining of such counsel, or (ii) the parties to such suit include such Underwriter Indemnified Parties and such Selling Shareholder and such Underwriter Indemnified Parties have been advised by counsel to the Underwriters that one or more legal defenses may be available to it or them which may not be available to such Selling Shareholder, in which case such Selling Shareholder shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. Subject to Section 8(e) below, this indemnity agreement is not exclusive and will be in addition to any liability which such Selling Shareholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party. The Company and the Selling Shareholders may agree, as among themselves and without limiting the rights of the Underwriters under this Agreement, as to their respective amounts of such liability for which they each shall be responsible.

Indemnification by the Selling Shareholders. The Each Selling Shareholders will indemnifyShareholder shall, defend severally and not jointly, indemnify and hold harmless the Underwriters each Underwriter Indemnified Parties Party, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof, to which the Underwriters that Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof) arise action 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 StatementPreliminary Prospectus, including the information deemed to be a part of the Registration Statement at or the time of effectiveness and at Prospectus or in any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, amendment or arise out of supplement thereto or are based upon (ii) the omission from the Registration Statement, or alleged omission to state thereinin any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto 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, misleading and will shall reimburse the each Underwriter Indemnified Parties Party promptly upon demand for any legal or other expenses reasonably incurred by it that Underwriter Indemnified Party in connection with evaluating, investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other action as such 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 such Selling Shareholders Shareholder shall not only 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 in or omission or alleged omission made in from the Preliminary Prospectus, the Registration Statement, Statement or the Prospectus, Prospectus or any such amendment or supplement thereto, or, in reliance upon and in conformity with written information relating to the Selling Shareholder furnished to the Company by or on behalf of the Selling Shareholder specifically for use therein (the “Selling Shareholder’s Information”). This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Shareholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter InformationIndemnified Party. Notwithstanding anything in this Section 7(b) to the contrary, the liability of any Selling Shareholder under this Section 7(b), shall not exceed the amount of the net proceeds received by such Selling Shareholder from the sale of shares of Stock pursuant to this Agreement.

Indemnification by the Selling Shareholders. The Each Selling Shareholders will indemnify, defend Shareholder agrees to indemnify and hold harmless the Underwriters Indemnified Parties Investor, each of its directors, officers, agents and employees and each person, if any, who controls the Investor within the meaning of the Securities Act, against any losses, claims, damages damages, liabilities or liabilities, joint or several, expenses to which the Underwriters Investor, such director, officers, agent or employee or such controlling person may become subject, under the Securities Act Act, the Exchange Act, or otherwise, any other federal or state statutory law or regulation insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereofthereof as contemplated below) arise out of or are based upon (i) an any inaccuracy in the representations and warranties of the Selling Shareholder contained in this Agreement, or any failure of the Selling Shareholder to perform its obligations under this Agreement or (ii) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B paragraph (b) of Rule 430A, or pursuant to Rule 434 of the Securities Act Rules and Regulations, or arise out of the Prospectus, or are based upon any amendment or supplement thereto or the omission from the Registration Statement, or alleged omission to state therein, in any of them 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 thereinthem, in light of the circumstances under which they were made, not misleading, and will reimburse in each case to the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by it in connection with evaluatingextent, 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 the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their 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 Shareholders shall not be liable in any such case but 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 Prospectus, or any amendment or supplement thereto, or, in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of the Selling Shareholder expressly for use therein; provided, however, that the Selling Shareholder shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Selling Shareholder has delivered to the Company in writing a correction at least five business days before the occurrence of the transaction from which such loss was incurred. The Selling Shareholder will reimburse the Company, each of their respective directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action for which such person is entitled to be indemnified in accordance with this Agreement. Notwithstanding anything to the contrary contained herein, the Selling Shareholder shall be liable under this Section for only that amount as does not exceed the net proceeds to the Selling Shareholder as a result of the sale of Shares pursuant to this Agreement.