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, its directors, each of 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 the 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 any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, 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 Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package, or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement (or any amendment thereto), any preliminary prospectus, any Issuer-Represented Free Writing Prospectus, any Testing-the-Waters Communication, any road show, the General Disclosure Package, or Prospectus (or any amendment or supplement thereto) is the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally Xxxxx Xxxxxxxx agrees to indemnify and hold harmless the Company, its directors, each of 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 the 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 theretothereto relating to the Securities), including the Rule 430A 430B Information, if applicable, or any preliminary prospectusprospectus relating to the Securities, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement theretothereto relating to the Securities) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Xxxxx Xxxxxxxx expressly for use in the Registration Statement (or any amendment theretothereto relating to the Securities) or such preliminary prospectusprospectus relating to the Securities, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package, Package or the Prospectus (or any amendment or supplement theretothereto relating to the Securities); provided that the parties acknowledge and agree that the only written information that the Underwriters through the Representatives have Xxxxx Xxxxxxxx has furnished to the Company expressly specifically for use inclusion in the Registration Statement (or any amendment thereto)Statement, any preliminary prospectus, any Issuer-Represented Free Writing Prospectus, any Testing-the-Waters Communication, any road show, the General Disclosure Package, Package or the Prospectus (or any amendment or supplement theretothereto relating to the Securities) is the Underwriter Informationinformation appearing in the third, fourth and fifth paragraphs under the heading entitled “Underwriting” in the preliminary prospectus and the Prospectus.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of 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 the 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, 430B Information or any preliminary prospectus, or any Issuer-Represented Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package 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 the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, prospectus or the Prospectus (or any Issuer-Represented supplement thereto) or any Issuer Free Writing Prospectus. 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 Written Testing-the-Waters Communication, any road show, the General Disclosure Package, preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided that ) or any Issuer Free Writing Prospectus are the parties acknowledge and agree that the only written information that names of the Underwriters through the Representatives have furnished to the Company expressly for use set forth in the Registration Statement first table under the caption “Underwriting” in the Statutory Prospectus and the Prospectus and the statements included in (or any amendment thereto)i) the first paragraph under the caption “Underwriting – Commission and Expenses” in the Prospectus and (ii) the first sentence of the second paragraph under the caption “Underwriting – Price Stabilization, any preliminary prospectus, any Issuer-Represented Free Writing Short Positions and Penalty Bids” in the Statutory Prospectus and the Prospectus, any Testing-the-Waters Communication, any road show, the General Disclosure Package, or Prospectus (or any amendment or supplement thereto) is the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of 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 ActAct (the foregoing indemnified parties are hereinafter referred to as the “Company Indemnified Parties”), and each Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all loss, liability, claim, damage and expense whatsoever 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 any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package 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 the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto) ), including the Rule 430A Information or such preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package, Prospectus or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters through the Representatives have furnished to the Company expressly specifically for use inclusion in the Registration Statement (or any amendment thereto)Statement, any preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Testing-the-Waters Communication, any road show, the General Disclosure Package, or Prospectus and Prospectus (or any amendment or supplement thereto) is the Underwriter Informationinformation included in the following subsections of the section entitled “Underwriting” in the Prospectus: (1) the fourth paragraph under the “Underwriting” section, (2) “Stabilization, Short Positions and Penalty Bids”, (3) “Passive Market Making”, (4) “Affiliations”, and (5) “Selling Restrictions”.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of 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 the 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 any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, 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 Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package, or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters through the Representatives have furnished to the Company expressly specifically for use inclusion in the Registration Statement (or any amendment thereto)Statement, any preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Testing-the-Waters Communication, any road show, the General Disclosure Package, or Prospectus and Prospectus (or any amendment or supplement thereto) is the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each The Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the a 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 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 any Registration Statement (or any amendment thereto), including the Rule 430A Informationany Preliminary Prospectus, or any preliminary prospectusBasic Prospectus, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters CommunicationSelling 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 the Representatives expressly for use in the any Registration Statement (or any amendment thereto) or such preliminary prospectus), or any Preliminary Prospectus any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters CommunicationSelling Shareholder Free Writing Prospectus, any road show, the General Disclosure Package, Package or the Prospectus (or any amendment or supplement thereto); provided provided, that the parties acknowledge and agree that the only written information that the Underwriters through the Representatives have Underwriter has furnished to the Company expressly specifically for use inclusion in the any Registration Statement (or any amendment thereto), any preliminary prospectusPreliminary Prospectus, any Issuer-Represented Free Writing Prospectus, any Testing-the-Waters Communication, any road show, the General Disclosure Package, or Package and Prospectus (or any amendment or supplement thereto) is the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of 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 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 the Rule 430A Information, or any preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any Written Testing-the-Waters Communication, 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 Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such ), any preliminary prospectus, any Issuer-Represented Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement (or any amendment thereto), preliminary prospectus, any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package, or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge Package and agree that the only written information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement (or any amendment thereto), any preliminary prospectus, any Issuer-Represented Free Writing Prospectus, any Testing-the-Waters Communication, any road show, the General Disclosure Package, or Prospectus (or any amendment or supplement thereto) is the Underwriter Information.

Indemnification of Company, Directors and Officers and Selling Shareholders. Each The Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of 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 the 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 430 Information, or any preliminary prospectusPreliminary Prospectus, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, 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 the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectusPreliminary Prospectus, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show, the General Disclosure Package, or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters through the Representatives have Underwriter has furnished to the Company expressly for use in the Registration Statement (or any amendment thereto), any preliminary prospectusPreliminary Prospectus, any Issuer-Represented Free Writing Prospectus, any Testing-the-Waters Communication, any road show, the General Disclosure Package, or Prospectus (or any amendment or supplement thereto) is the Underwriter Information.