Common use of Indemnification of Company, Directors and Officers and Selling Shareholders Clause in Contracts

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their directors, each of their officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto agree that such written information consists of: the information in the table under the caption “Underwriting,” the information in the first paragraph under the caption “Underwriting—Commissions and Discounts,” and the information under the caption “Underwriting—Internet Distribution”; provided however, that the Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreement.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each The Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act, and each Selling Shareholder and each person, if any, who controls any the Selling Shareholder within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectus, the Rule 430A Information or Basic Prospectus, any preliminary prospectus Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus ), any Preliminary Prospectus any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). The parties hereto agree that such written information consists of: the information in the table under the caption “Underwriting,” the information in the first paragraph under the caption “Underwriting—Commissions and Discounts,” and the information under the caption “Underwriting—Internet Distribution”; provided howeverprovided, that the Underwriters shall not be liable parties acknowledge and agree that the only written information that the Underwriter has furnished to the Company specifically for inclusion in the Registration Statement (or any lossesamendment thereto), liabilitiesany Preliminary Prospectus, claimsany Issuer-Represented Free Writing Prospectus, damages any road show, the General Disclosure Package and Prospectus (or expenses arising out of any amendment or based upon supplement thereto) is the Company’s failure to perform its obligations under Section 3(a) of this AgreementUnderwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or any preliminary prospectus prospectus, or any Issuer-Represented Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Selling Shareholder Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Xxxxxxx Xxxxx Kxxxx Bxxxxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus prospectus, or any Issuer-Represented Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). The ) or any Selling Shareholder Free Writing Prospectus; provided that the parties hereto acknowledge and agree that such the only written information consists of: that the information Underwriters have furnished to the Company specifically for inclusion in the table Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus and Prospectus (or any amendment or supplement thereto) or any Selling Shareholder Free Writing Prospectus is in the first paragraph of text under the caption “Underwriting,” the information in the first paragraph under the caption “Underwriting—Underwriting — Commissions and Discounts,Expenses” and the information contained under the caption captions “Underwriting—Internet DistributionUnderwriting — Stabilization” and “Underwriting — Passive Market Making.”; provided however, that the Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreement.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their directors, each of their officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto agree that such written information consists of: the information in the table under the caption “Underwriting,” the information in the first paragraph under the caption “Underwriting—Commissions and Discounts,” and the information under the caption “Underwriting—Internet Distribution”; provided however, that the Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreement.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each The Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, Act and each Selling Shareholder and each person, if any, who controls any each Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus and the Rule 434 Information deemed to be a part thereof, if applicable, the Disclosure Package, Basic Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company by such the Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus the Disclosure Package, Basic Prospectus or the Prospectus (or any amendment or supplement thereto) (the “Underwriter Information”). The parties hereto agree Company acknowledges that such written information consists of: the information statements set forth in the table last paragraph of the cover page regarding delivery of the Securities and, under the caption heading “UnderwritingPlan of Distribution,” (i) the information sentences related to concessions and reallowances and (ii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in the first paragraph under Prospectus constitute the caption “Underwriting—Commissions and Discounts,” and the information under the caption “Underwriting—Internet Distribution”; provided however, that the Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreementonly Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A 430 Information or any preliminary prospectus Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Xxxxxxx Xxxxx the Representatives expressly for use therein. It is understood and agreed by the parties hereto that the only written information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto) ), including the Rule 430 Information or such preliminary prospectus any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto agree that such written information consists of: the information in the table under the caption “Underwriting,” the information ) are contained in the first paragraph under the caption “Underwriting—Commissions and Discounts,”, under “Other Relationships” and in the information first two paragraphs under “Price Stabilization and Short Positions” in the caption section entitled “Underwriting—Internet Distribution”; provided however, that ” in the Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon Preliminary Prospectus and the Company’s failure to perform its obligations under Section 3(a) of this AgreementProspectus.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Founder and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity indemnities contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or Information, the Statutory Prospectus, any preliminary prospectus Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by such Underwriter through Xxxxxxx Xxxxx the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein. The parties hereto understand and agree that the only such written information concerning such Underwriter furnished by any Underwriter consists of: of the following information in the table under Prospectus furnished on behalf of each Underwriter: the caption “Underwriting,” the information concession and reallowance figures and sales to discretionary accounts appearing in the first 1st paragraph under the caption heading “Underwriting—Commissions and Discounts,” and the information contained in the 6 paragraphs under the caption heading “Underwriting—Internet DistributionPrice Stabilization, Short Positions and Penalty Bids” discussing possible stabilization measures and the addresses of the Representatives appearing in the 24th and 25th paragraphs under the heading “Underwriting.”; provided however, that the Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreement.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Xxxxxxx Xxxxx the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto agree , it being understood and agreed that the only such written information furnished by any Underwriter consists of: of the following information in the table under Prospectus furnished on behalf of each Underwriter: the caption “Underwriting,” the information concession and reallowance figures appearing in the first "Underwriting Commissions and Discounts" paragraph under the caption “"Underwriting—Commissions and Discounts,” and ", the information contained in the "Short Sales, Stabilizing Transactions and Penalty Bids" paragraph under the caption “"Underwriting—Internet Distribution”; provided however, that the Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreement".

Indemnification of Company, Directors and Officers and Selling Shareholders. Each The Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, Act and each Selling Shareholder and each person, if any, who controls any each Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto agree Company acknowledges that such written information consists of: the information statements set forth in the table last paragraph of the cover page regarding delivery of the Securities and, under the caption “Underwritingheading "Plan of Distribution,” " (i) the information sentences related to concessions and reallowances and (ii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in the first paragraph under the caption “Underwriting—Commissions and Discounts,” any preliminary prospectus and the Prospectus constitute the only information under furnished in writing by or on behalf of the caption “Underwriting—Internet Distribution”; provided however, that Underwriter for inclusion in any preliminary prospectus or the Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this AgreementProspectus.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each the Selling Shareholder Shareholders and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a)(1) of this Sectionhereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Xxxxxxx Xxxxx expressly for use therein. The Company acknowledges that, under the heading “Underwriting” contained in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto agree that such written information consists of: i) the information name of each Underwriter in the table under following the caption “Underwriting,” first paragraph, (ii) the information in first and second sentences of the first paragraph under the caption “Underwriting—Commissions and Discounts,Discount” and (iii) the information first, second, and third paragraphs under the caption “Underwriting—Internet Distribution”; provided howeverPrice Stabilization, that Short Positions and Penalty Bids” constitute the only information furnished in writing by or on behalf of the Underwriters shall not be liable for inclusion in the Registration Statement, any lossespreliminary prospectus, liabilities, claims, damages any Issuer Free Writing Prospectus or expenses arising out of the Prospectus or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreementin any amendment or supplement thereto.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, Act and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection paragraphs (a) and (b) of this SectionSection 7, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Xxxxxxx Xxxxx the Representatives expressly for use in the Registration Statement (or any amendment thereto). The Company acknowledges that the statements set forth in the last paragraph of the cover page regarding delivery of the Securities and, under the heading "Underwriting" or "Plan of Distribution", (i) the list of Underwriters and their respective participation in the sale of the Securities, (ii) the sentences related to concessions and reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any preliminary prospectus and the Prospectus constitute the only information furnished in writing by or such on behalf of the several Underwriters for inclusion in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto agree that such written information consists of: the information in the table under the caption “Underwriting,” the information in the first paragraph under the caption “Underwriting—Commissions and Discounts,” and the information under the caption “Underwriting—Internet Distribution”; provided however, that the Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this AgreementProspectus.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each the Selling Shareholder Shareholders and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aa)(1) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Xxxxxxx Xxxxx the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein. The parties hereto agree that such written information consists of: the information in the table Company acknowledges that, under the caption heading “Underwriting,” (i) the information name of each Underwriter in the table following the first paragraph, (ii) the first and second sentences of the first paragraph under the caption “Underwriting—Commissions and Discounts,” and (iii) the information first, second, third and fourth paragraphs under the caption “Underwriting—Internet Distribution”; provided howeverPrice Stabilization, that Short Positions and Penalty Bids” constitute the only information furnished in writing by or on behalf of the Underwriters shall not be liable for inclusion in the Registration Statement, any lossespreliminary prospectus, liabilities, claims, damages any Issuer Free Writing Prospectus or expenses arising out of the Prospectus or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreementin any amendment or supplement thereto.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Xxxxxxx Xxxxx the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any supplement thereto). Each of the Company and each of the Selling Shareholders hereby acknowledges that the only information that the Underwriters have furnished to the Company and the Selling Shareholders expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto agree that such written information consists of: ) are the information names and addresses of the Underwriters set forth in the first table under the caption “"Underwriting,” the information " in the first Prospectus and the statements included in (i) the fourth and fifth paragraph under the caption “"Underwriting—Commissions " and Discounts,” and (ii) the information first sentence under the caption “Underwriting—Internet Distribution”; provided howeversub-heading "Price Stabilization, that the Underwriters shall not be liable for any losses, liabilities, claims, damages Short Positions and Penalty Bids" and third paragraph under such sub-heading as it relates to Underwriters' representation or expenses arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreementprediction.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity indemnities contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or Information, the Statutory Prospectus, any preliminary prospectus Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by such Underwriter through Xxxxxxx Xxxxx the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein. The parties hereto understand and agree that the only such written information concerning such Underwriter furnished by any Underwriter consists of: of the following information in the table under Prospectus furnished on behalf of each Underwriter: the caption “Underwriting,” the information concession and reallowance figures and sales to discretionary accounts appearing in the first paragraph under the caption heading “Underwriting—Commissions and Discounts,” the information contained in the first paragraph under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” discussing possible stabilization measures and the information contained in the second paragraph under the caption heading “Underwriting—Internet DistributionElectronic Prospectus.”; provided however, that the Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreement.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity indemnities contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or Information, the Statutory Prospectus, any preliminary prospectus Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by such Underwriter through Xxxxxxx Xxxxx the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein. The parties hereto understand and agree that the only such written information concerning such Underwriter furnished by any Underwriter consists ofof the following information in the Prospectus furnished on behalf of each Underwriter: the information in the table under the caption “Underwriting,” the information contained in the first two sentences of the tenth paragraph and the last two sentences of the eleventh paragraph under the caption heading “Underwriting—Commissions and Discounts,” discussing possible stabilization measures and the information addresses of the Representatives appearing in the fourteenth paragraph under the caption heading “Underwriting—Internet Distribution.”; provided however, that the Underwriters shall not be liable for any losses, liabilities, claims, damages or expenses arising out of or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreement.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, their its directors, each of their its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each the Selling Shareholder Shareholders and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a)(1) of this Sectionhereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Xxxxxxx Xxxxx expressly for use therein. The Company acknowledges that, under the heading “Underwriting” contained in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto agree that such written information consists of: i) the information name of each Underwriter in the table under following the caption “Underwriting,” first paragraph, (ii) the information in first and second sentences of the first paragraph under the caption “Underwriting—Commissions and Discounts,” and (iii) the information first, second, third and fourth paragraphs under the caption “Underwriting—Internet Distribution”; provided howeverPrice Stabilization, that Short Positions and Penalty Bids” constitute the only information furnished in writing by or on behalf of the Underwriters shall not be liable for inclusion in the Registration Statement, any lossespreliminary prospectus, liabilities, claims, damages any Issuer Free Writing Prospectus or expenses arising out of the Prospectus or based upon the Company’s failure to perform its obligations under Section 3(a) of this Agreementin any amendment or supplement thereto.