Common use of Indemnification by Underwriters Clause in Contracts

Indemnification by Underwriters. Each Underwriter agrees, severally and jointly, to indemnify and hold harmless the Company and the Selling Stockholders, their respective directors, their respective officers who sign the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriter, but only with respect to information furnished in writing by or on behalf of such Underwriter through you expressly for use in the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any action or claim shall be brought or asserted against the Company or the Selling Stockholders, any of their respective directors, any of their respective officers or any such controlling person based on the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company and the Selling Stockholders by the immediately preceding paragraph (except that if the Company and the Selling Stockholders shall have assumed the defense thereof, such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company and the Selling Stockholders, their respective directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraph.

Indemnification by Underwriters. Each Underwriter agreesThe Underwriters severally agree, severally to the extent of and jointlyonly to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 above, to indemnify and hold harmless the Company, the directors of the Company and the Selling Stockholderseach person, their respective directorsif any, their respective officers who sign the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriter, but only with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Stock and Warrants under the blue sky or securities laws thereof, or any information furnished pursuant to Section 3.05 hereof, if such statement or omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by or the Representative on its behalf of such Underwriter through you expressly specifically for use in connection with the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment preparation thereof or supplement thereto, or . The Underwriters shall not be liable for amounts paid in settlement of any Issuer Free Writing Prospectussuch litigation if such settlement was effected without the consent of the Representative. If In case of commencement of any action or claim shall be brought or asserted against the Company or the Selling Stockholders, any of their respective directors, any of their respective officers or any such controlling person based on the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, and in respect of which indemnity may be sought against any Underwriter pursuant from the Underwriters on account of the indemnity agreement contained in this subsection 6.02, each person agreed to this paragraph, such Underwriter be indemnified by the Underwriters shall have the rights same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity in the event such notice is not given, and duties given the Underwriters shall have the same right to participate in (and, to the extent that they shall wish, to direct) the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprise it of all the Selling Stockholders by developments therein, all at the immediately preceding paragraph (except that if Company's expense, and permit the Company and the Selling Stockholders shall have assumed the defense thereof, such Underwriter shall not to be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company and the Selling Stockholders, their respective directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraphan observer therein.

Indemnification by Underwriters. Each Underwriter agreesUnderwriter, severally and not jointly, to indemnify hereby indemnifies and hold holds harmless the Company and the Selling StockholdersCompany, their respective each of its directors, their respective each nominee (if any) for director named in the Prospectus, each of its officers who sign have signed the Registration Statement, and any person each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, from and against all Liabilities to which the Company or any such director, nominee, officer or controlling person may become subject under the Act or Section 20 otherwise, insofar as such Liabilities arise out of the Exchange Act, to the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriter, but only with respect to information furnished in writing by or on behalf are based upon (i) any untrue statement or alleged untrue statement of such Underwriter through you expressly for use any material fact contained in the Registration StatementStatement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any action or claim shall be brought or asserted against (ii) the Company omission or the Selling Stockholdersalleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such Liabilities arise out of their respective directors, any of their respective officers or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or any such controlling person based on amendment thereto, or the Registration Statement, Prospectus or any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in respect conformity with written information furnished to the Company through you, by or on behalf of which indemnity may be sought against such Underwriter, specifically for use in the preparation thereof. In no event shall any Underwriter be liable or responsible for any amount in excess of the compensation received by such Underwriter, in the form of underwriting discounts or otherwise, pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company and the Selling Stockholders by the immediately preceding paragraph (except that if the Company and the Selling Stockholders shall have assumed the defense thereof, such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company and the Selling Stockholders, their respective directors, Agreement or any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraphother agreement contemplated hereby.

Indemnification by Underwriters. Each Underwriter agrees, severally and jointly, agrees to indemnify and hold harmless the Company and the Selling StockholdersCompany, their respective each of its directors, their respective each of its officers who sign have signed the Registration StatementStatement and each person, and any person if any, who controls the Company within the meaning of Section 15 the Securities Act (collectively, the "Company Indemnified Parties") and each Selling Stockholder and each person, if any, who controls a Selling Stockholder within the meaning of the Securities Act (collectively, the "Stockholder Indemnified Parties") against any losses, claims, damages, liabilities or Section 20 expenses (including, unless the Underwriter or Underwriters elect 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, which arise out of or are based in whole or in part upon the Securities Act, the Exchange ActAct or any other federal, to state, local or foreign statute or regulation, or at common law, on the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriter, but only with respect to information furnished in writing by ground or on behalf of such Underwriter through you expressly for use in the Registration Statement, alleged ground that any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any action or claim shall be brought or asserted against the Company Registration Statement or the Selling Stockholders, any of their respective directors, any of their respective officers Prospectus (or any such controlling person based on document, as from time to time amended and supplemented) includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the Registration Statementstatements therein, in light of the circumstances in which they were made, not misleading, but only insofar as any such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by such Underwriter, directly or through the Representatives, specifically for use in the preparation thereof, and the parties acknowledge and agree that the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Commitment Prospectus, Registration Statement or the Prospectus, as from time to time amended or supplemented, is the information under the caption "Underwriting" in the Prospectus that does not describe this Agreement; provided, however, that in no case is such Underwriter to be liable with respect to any amendment or supplement thereto, or any Issuer Free Writing Prospectus, and in respect of which indemnity may be sought claims made against any Company Indemnified Party or Stockholder Indemnified Party against whom the action is brought unless such Company Indemnified Party or Stockholder Indemnified Party shall have notified such Underwriter pursuant in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party or Stockholder Indemnified Party, but failure to notify such Underwriter of such claim shall not relieve it from any liability which it may have to any Company Indemnified Party or Stockholder Indemnified Party otherwise than on account of its indemnity agreement contained in this paragraph. Such Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that any Underwriter shall have elects to assume the rights defense of any such suit and duties given to retain such counsel, the Company Indemnified Parties or Stockholder Indemnified Parties and the Selling Stockholders by the immediately preceding paragraph (except that if the Company and the Selling Stockholders shall have assumed the defense thereofany other Underwriter or Underwriters or controlling person or persons, such Underwriter shall not be required to do so, but may employ separate counsel therein and participate defendant or defendants in the defense thereofsuit, but shall bear the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company and the Selling Stockholders, their respective directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraph.any

Indemnification by Underwriters. Each Underwriter agrees, severally and jointly, to The Underwriters hereby indemnify and hold harmless the Company and the Selling StockholdersCompany, their respective each of its directors, their respective each nominee (if any) for director named in the Prospectus, each of its officers who sign have signed the Registration Statement, and any person each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company and the Selling Stockholders Warrantholders from and against all Liabilities to each Underwriterwhich the Company or any such director, but only with respect to information furnished in writing by nominee, officer or on behalf controlling person and/or the Selling Warrantholders may become subject under the Act or otherwise, insofar as such Liabilities arise out of such Underwriter through you expressly for use or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration StatementStatement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any action or claim shall be brought or asserted against (ii) the Company omission or the Selling Stockholdersalleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such Liabilities arise out of their respective directors, any of their respective officers or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or any such controlling person based on amendment thereto, or the Registration Statement, Prospectus or any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in respect conformity with written information furnished to the Company through you, by or on behalf of which indemnity may such Underwriters, specifically for use in the preparation thereof. In no event shall the Underwriters be sought against liable under this Section 6(b) for any Underwriter amount in excess of the compensation received by the Underwriters, in the form of underwriting discounts or otherwise, pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company and the Selling Stockholders by the immediately preceding paragraph (except that if the Company and the Selling Stockholders shall have assumed the defense thereof, such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel Agreement or any other agreement contemplated hereby. The foregoing indemnity shall be at such Underwriter's expense), and the Company and the Selling Stockholders, their respective directors, in addition to any such officers and any such controlling persons, shall have the rights and duties given to other liability which the Underwriters by the immediately preceding paragraphmay otherwise have.

Indemnification by Underwriters. Each Underwriter agrees, severally hereby indemnifies and jointly, to indemnify and hold holds harmless the Company and the Selling StockholdersCompany, their respective each of its directors, their respective each nominee (if any) for director named in the Prospectus, each of its officers who sign have signed the Registration Statement, and any person each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, from and against all Liabilities to which the Company or any such director, nominee, officer or controlling person may become subject under the Act or Section 20 otherwise, insofar as such Liabilities arise out of the Exchange Act, to the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriter, but only with respect to information furnished in writing by or on behalf are based upon (i) any untrue statement or alleged untrue statement of such Underwriter through you expressly for use any material fact contained in the Registration StatementStatement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any action or claim shall be brought or asserted against (ii) the Company omission or the Selling Stockholdersalleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such Liabilities arise out of their respective directors, any of their respective officers or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or any such controlling person based on amendment thereto, or the Registration Statement, Prospectus or any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in respect conformity with written information furnished to the Company through you, by or on behalf of which indemnity may the Underwriters, specifically for use in the preparation thereof. In no event shall the Underwriters be sought against liable under this Section 6(b) for any Underwriter amount in excess of the compensation received by such Underwriters, in the form of underwriting discounts or otherwise, pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company and the Selling Stockholders by the immediately preceding paragraph (except that if the Company and the Selling Stockholders shall have assumed the defense thereof, such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel Agreement or any other agreement contemplated hereby. The foregoing indemnity shall be at such Underwriter's expense)in addition to any other liability, and the Company and the Selling Stockholders, their respective directors, which any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraphmay otherwise have.

Indemnification by Underwriters. Each Underwriter agrees, severally and jointly, to indemnify and hold harmless the Company and the Selling StockholdersCompany, their respective its directors, their respective its officers who sign the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriter, but only with respect to information furnished in writing by or on behalf of such Underwriter through you expressly for use in the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any action or claim shall be brought or asserted against the Company or the Selling StockholdersCompany, any of their respective its directors, any of their respective its officers or any such controlling person based on the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company and the Selling Stockholders by the immediately preceding paragraph (except that if the Company and the Selling Stockholders shall have assumed the defense thereof, such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company and the Selling StockholdersCompany, their respective its directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraph.

Indemnification by Underwriters. Each The Company may require, as a condition to including any Registrable Securities in any registration statement to which Article II applies, that the Company shall have received an undertaking reasonably satisfactory to it from each Underwriter agrees, severally and jointly, to indemnify and hold harmless (in the Company same manner and the Selling Stockholders, their respective directors, their respective officers who sign the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as set forth in Section 3.1) the foregoing several indemnity from Company, its directors, officers, affiliates, employees, representatives, agents, and controlling Persons (each, a “Company Indemnified Party”, and collectively, the “Company Indemnified Parties,” and together with the Selling Stockholders to Seller Indemnified Parties, the “Indemnified Parties” and each Underwriter, but only individually an “Indemnified Party”) with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or supplemental prospectus contained therein, or any amendment or supplement, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Underwriter specifically stating that it is for use in writing the preparation of such registration statement, preliminary, final, or supplemental prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided, however, that the indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Underwriter (which consent shall not be unreasonably withheld or delayed). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Underwriter through you expressly for use in the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any action or claim shall be brought or asserted against the Company or the Selling Stockholderssuch Underwriter, or any of their respective affiliates, directors, any of their respective officers or any such controlling person based on the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectusofficers, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, controlling Persons and in respect shall survive the transfer of which indemnity may be sought against any Underwriter pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company and the Selling Stockholders securities by the immediately preceding paragraph (except that if the Company Seller Parent and the Selling Stockholders shall have assumed the defense thereof, such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company and the Selling Stockholders, their respective directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraph.

Indemnification by Underwriters. Each Underwriter Electing Holder agrees, as a consequence of the participation of any underwriter in an offering of such Electing Holder’s Registrable Securities in a Shelf Registration Statement, that such underwriter shall agree, and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Registrable Securities shall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company Company, each Electing Holder, and the Selling Stockholders, their respective directors, their respective officers who sign the Registration Statementdirectors and officers, and any person each person, if any, who controls the Company or any such Election Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons 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 an untrue statement or alleged untrue statement of a material fact contained in such Shelf Registration Statement or Prospectus, or any amendment or supplement, 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 not misleading, in each case to the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriterextent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with respect to written information furnished in writing to the Company by or on behalf of such Underwriter through you underwriter, selling agent or other securities professional expressly for use therein, and (ii) reimburse the Company and such other persons for any legal or other expenses reasonably incurred by them in the Registration Statement, connection with investigating or defending any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any such action or claim shall be brought or asserted against the Company or the Selling Stockholders, any of their respective directors, any of their respective officers or any as such controlling person based on the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company and the Selling Stockholders by the immediately preceding paragraph (except that if the Company and the Selling Stockholders shall have assumed the defense thereof, such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company and the Selling Stockholders, their respective directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraphare incurred.

Indemnification by Underwriters. Each Underwriter agreesThe Underwriters severally agree, severally to the extent of and jointlyonly to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 above, to indemnify and hold harmless the Company, the directors of the Company and the Selling Stockholderseach person, their respective directorsif any, their respective officers who sign the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriter, but only with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Stock and Warrants under the blue sky or securities laws thereof, or any information furnished pursuant to Section 3.05 hereof, if such statement or omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by or the Representative on its behalf of such Underwriter through you expressly specifically for use in connection with the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment preparation thereof or supplement thereto, or . The Underwriters shall not be liable for amounts paid in settlement of any Issuer Free Writing Prospectussuch litigation if such settlement was effected without the consent of the Representative. If In case of commencement of any action or claim shall be brought or asserted against the Company or the Selling Stockholders, any of their respective directors, any of their respective officers or any such controlling person based on the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, and in respect of which indemnity may be sought against any Underwriter pursuant from the Underwriters on account of the indemnity agreement contained in this subsection 6.02, each person agreed to this paragraph, such Underwriter be indemnified by the Underwriters shall have the rights same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity in the event such notice is not given, and duties given the Underwriters shall have the same right to participate in (and, to the extent that they shall wish, to direct) the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprize it of all the Selling Stockholders by developments therein, all at the immediately preceding paragraph (except that if Company's expense, and permit the Company and the Selling Stockholders shall have assumed the defense thereof, such Underwriter shall not to be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company and the Selling Stockholders, their respective directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraphan observer therein.

Indemnification by Underwriters. Each Underwriter agrees, severally and jointly, agrees to indemnify and hold harmless the Company and the Selling StockholdersCompany, their respective each of its directors, their respective each of its officers who sign have signed the Registration StatementStatement and each person, and any person if any, who controls the Company within the meaning of Section 15 the Securities Act (collectively, the "Company Indemnified Parties") and each Selling Stockholder and each person, if any, who controls a Selling Stockholder within the meaning of the Securities Act (collectively, the "Stockholder Indemnified Parties") against any losses, claims, damages, liabilities or Section 20 expenses (including, unless the Underwriter or Underwriters elect 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, which arise out of or are based in whole or in part upon the Securities Act, the Exchange ActAct or any other federal, to state, local or foreign statute or regulation, or at common law, on the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriter, but only with respect to information furnished in writing by ground or on behalf of such Underwriter through you expressly for use in the Registration Statement, alleged ground that any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any action or claim shall be brought or asserted against the Company Registration Statement or the Selling Stockholders, any of their respective directors, any of their respective officers Prospectus (or any such controlling person based on document, as from time to time amended and supplemented) includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the Registration Statementstatements therein, in light of the circumstances in which they were made, not misleading, but only insofar as any such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by such Underwriter, directly or through the Representatives, specifically for use in the preparation thereof, and the parties acknowledge and agree that the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Commitment Prospectus, Registration Statement or the Prospectus, as from time to time amended or supplemented, is the information under the caption "Underwriting" in the Prospectus that does not describe this Agreement; provided, however, that in no case is such Underwriter to be liable with respect to any amendment or supplement thereto, or any Issuer Free Writing Prospectus, and in respect of which indemnity may be sought claims made against any Company Indemnified Party or Stockholder Indemnified Party against whom the action is brought unless such Company Indemnified Party or Stockholder Indemnified Party shall have notified such Underwriter pursuant in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party or Stockholder Indemnified Party, but failure to notify such Underwriter of such claim shall not relieve it from any liability which it may have to any Company Indemnified Party or Stockholder Indemnified Party otherwise than on account of its indemnity agreement contained in this paragraph. Such Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that any Underwriter shall have elects to assume the rights defense of any such suit and duties given to retain such counsel, the Company and the Selling Stockholders by the immediately preceding paragraph (except that if the Company and the Selling Stockholders shall have assumed the defense thereof, such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company and the Selling Stockholders, their respective directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraph.Indemnified Parties

Indemnification by Underwriters. Each Underwriter agrees, severally and jointly, agrees to indemnify and hold harmless the Company and the Selling StockholdersCompany, their respective each of its directors, their respective each of its officers who sign have signed the Registration StatementStatement and each person, and any person if any, who controls the Company within the meaning of Section 15 the Securities Act (collectively, the "Company Indemnified Parties") and each Selling Shareholder and each person, if any, who controls a Selling Shareholder within the meaning of the Securities Act (collectively, the "Shareholder Indemnified Parties") against any losses, claims, damages, liabilities or Section 20 expenses (including, unless the Underwriter or Underwriters elect 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, which arise out of or are based in whole or in part upon the Securities Act, the Exchange ActAct or any other federal, to state, local or foreign statute or regulation, or at common law, on the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriter, but only with respect to information furnished in writing by ground or on behalf of such Underwriter through you expressly for use in the Registration Statement, alleged ground that any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. If any action or claim shall be brought or asserted against the Company Registration Statement or the Selling Stockholders, any of their respective directors, any of their respective officers Prospectus (or any such controlling person based on the Registration Statement, any Preliminary Prospectus, the Commitment Registration Statement or the Prospectus, as from time to time amended and supplemented) includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, but only insofar as any such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by such Underwriter, directly or through the Representatives, specifically for use in the preparation thereof, and the parties acknowledge and agree that the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Registration Statement or the Prospectus, as from time to time amended or any amendment or supplement theretosupplemented, or any Issuer Free Writing Prospectusis the information set forth in the last paragraph of the front cover page (insofar as such information relates to the Underwriters), the information on page 2 concerning stabilization and over-allotment by the Underwriters, and certain information under the caption "Underwriting"; provided, however, that in no -------- ------- case is such Underwriter to be liable with respect of which indemnity may be sought to any claims made against any Company Indemnified Party or Shareholder Indemnified Party against whom the action is brought unless such Company Indemnified Party or Shareholder Indemnified Party shall have notified such Underwriter pursuant in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party or Shareholder Indemnified Party, but failure to notify such Underwriter of such claim shall not relieve it from any liability which it may have to any Company Indemnified Party or Shareholder Indemnified Party otherwise than on account of its indemnity agreement contained in this paragraph. Such Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that any Underwriter shall have elects to assume the rights defense of any such suit and duties given to retain such counsel, the Company Indemnified Parties or Shareholder Indemnified Parties and the Selling Stockholders by the immediately preceding paragraph (except that if the Company and the Selling Stockholders shall have assumed the defense thereofany other Underwriter or Underwriters or controlling person or persons, such Underwriter shall not be required to do so, but may employ separate counsel therein and participate defendant or defendants in the defense thereofsuit, but shall bear the fees and expenses of any additional counsel retained by them, respectively. The Underwriter against whom indemnity may be sought shall not be liable to indemnify any person for any settlement of any such counsel shall be at claim effected without such Underwriter's expense), consent. This indemnity agreement is not exclusive and the will be in addition to any liability which such Underwriter might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to any Company and the Selling Stockholders, their respective directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraphIndemnified Party or Shareholder Indemnified Party.

Indemnification by Underwriters. Each Underwriter agreesThe Underwriters severally agree, severally to the extent of and jointlyonly to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in Section 6.01 above, to indemnify and hold harmless the Company, the directors of the Company and the Selling Stockholderseach person, their respective directorsif any, their respective officers who sign the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company and the Selling Stockholders to each Underwriter, but only with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Underwritten Securities under the blue sky or securities laws thereof, or any information furnished pursuant to Section 3.05 hereof, if such statement or omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by or the Representative on its behalf of such Underwriter through you expressly specifically for use in connection with the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment preparation thereof or supplement thereto, or . The Underwriters shall not be liable for amounts paid in settlement of any Issuer Free Writing Prospectussuch litigation if such settlement was effected without the consent of the Representative. If In case of commencement of any action or claim shall be brought or asserted against the Company or the Selling Stockholders, any of their respective directors, any of their respective officers or any such controlling person based on the Registration Statement, any Preliminary Prospectus, the Commitment Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, and in respect of which indemnity may be sought against any Underwriter pursuant from the Underwriters on account of the indemnity agreement contained in this Section 6.02, each person agreed to this paragraph, such Underwriter be indemnified by the Underwriters shall have the rights same obligation to notify the Underwriters as the Underwriters have toward the Company in Section 6.01 above, subject to the same loss of indemnity in the event such notice is not given, and duties given the Underwriters shall have the same right to participate in (and, to the extent that they shall wish, to direct) the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and furnish to the Company at its request copies of all pleadings therein and apprize it of all the Selling Stockholders by developments therein, all at the immediately preceding paragraph (except that if Company's expense, and permit the Company and the Selling Stockholders shall have assumed the defense thereof, such Underwriter shall not to be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company and the Selling Stockholders, their respective directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraphan observer therein.