Common use of Indemnification of Company Clause in Contracts

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information concession and reallowance figures appearing in the General Disclosure Package and fifth paragraph under the caption “Underwriting.” in the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective Company and its directors and each of their respective officers who signs sign a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such the Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of the, the Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made, in each case to the extent, 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 written information furnished to the Company by such Underwriter through or on behalf of the Representatives Underwriters or their representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through or on behalf of the Representatives Underwriters or their representatives consists of the following information (the “Underwriters’ Information”) in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession Paragraphs 9 and reallowance figures appearing in the third paragraph 10 under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives any Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures figure appearing in the third fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” section and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing information contained in the ninth paragraph under 15th and 16th paragraphs in the caption “Underwriting (Conflicts of Interest)Underwriting” section.”

Indemnification of Company. Each Underwriter will will, severally and not jointly jointly, indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in the third fourth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; (ii) the statement of market making with respect to the Underwriters in the second sentence of the fifth sixth paragraph under the caption “Underwriting Underwriting” regarding sales to accounts over which the Underwriters exercise discretionary authority; (Conflicts iii) the thirteenth and fourteenth paragraphs under the caption “Underwriting” regarding the services provided by and investments of Interest)”the Underwriters and their affiliates; and (iv) the description of fifteenth paragraph under the Caption ‘Underwriting” regarding stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in bids; and (iv) the ninth seventeenth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting” regarding electronic distributions.”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorGuarantors, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Circular or the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing ProspectusCommunication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter Purchaser through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Purchaser consists of the following information in the General Disclosure Package Preliminary Offering Circular and the Final Prospectus Offering Circular furnished on behalf of each UnderwriterPurchaser: the concession and reallowance figures appearing information contained in the third thirteenth full paragraph under the caption “Underwriting (Conflicts Plan of Interest)Distribution”; the statement of market making , in respect with respect to the Underwriters in stabilizing and other transactions, and the second sentence of the fifth eleventh full paragraph under the caption “Underwriting (Conflicts Plan of Interest)Distribution”, in respect with market making by the Purchasers; and provided, however, that the description Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in or based upon the ninth paragraph Company’s failure to perform its obligations under the caption “Underwriting (Conflicts Section 5(a) of Interest)this Agreement.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third fourth paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the description of information relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing contained in the ninth paragraph paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting—Price Stabilization, Short Positions and Penalty Bids.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures figure appearing in the third 5th paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph 12th, 13th and 14th paragraphs under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactionsUnderwriting” regarding price stabilization, over-allotment transactions, syndicate covering transactions short positions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)bids.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second third sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; ;” and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal federal, local, foreign or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, the Pricing Disclosure Package, any Statutory Prospectus as of any time, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection ‎(f) below, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with evaluating, investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists incurred The obligation of the following information in Underwriters to indemnify the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting Company (Conflicts of Interest)”; the statement of market making with respect including any controlling person, director or officer thereof) shall be limited to the Underwriters in the second sentence amount of the fifth paragraph under underwriting discount applicable to the caption “Underwriting (Conflicts of Interest)”; and Offered Securities to be purchased by the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in Underwriters hereunder actually received by the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriters.”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of Guarantors and their respective directors and each of their respective officers who signs a Registration Statement directors, officers, employees, agents and each person, if any, who controls the Company or the Guarantor Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Circular or the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter Purchaser through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Purchaser consists of the following information in the General Disclosure Package Preliminary Offering Circular and the Final Prospectus Offering Circular furnished on behalf of each UnderwriterPurchaser: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in paragraph, the second sentence of the fifth eighth paragraph, the first sentence of the ninth paragraph, the tenth paragraph, the third sentence of the thirteenth paragraph, the fourteenth paragraph and the third and fourth sentences of the fifteenth paragraph, in each case under the caption “Underwriting (Conflicts Plan of Interest)Distribution”; and provided, however, that the description Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in or based upon the ninth paragraph Company’s failure to perform its obligations under the caption “Underwriting (Conflicts Section 5(a) of Interest)this Agreement.”

Indemnification of Company. Each Underwriter will Underwriter, severally and not jointly jointly, will indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, each as amended or supplemented, or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party the Company is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the following information in the General Disclosure Package Final Prospectus: (i) the legal and marketing names of the Underwriters on the front and back cover pages of the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph table showing the principal amounts of Notes purchased by the Underwriters under the caption “Underwriting (Conflicts Conflict of Interest)”; ,” and (ii) the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph ninth, tenth and eleventh paragraphs, under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts Conflict of Interest).”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of (i) the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing information in the third paragraph under the caption heading “Underwriting (Conflicts of Interest)”; Underwriting” and the statement of market making with respect to the Underwriters information in the second sentence of the fifth paragraph tenth, eleventh and twelfth paragraphs under the caption heading “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter In the event that ADA-ES registers any of the Registrable Shares under the Securities Act, Arch Coal will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorADA-ES, each of their respective directors and its directors, each of their respective its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company or the Guarantor ADA-ES within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse ADA-ES and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Final Prospectus, from time to time amended or any Issuer Free Writing Prospectus, supplemented) or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company ADA-ES in connection therewith by such Underwriter through the Representatives specifically Arch Coal expressly for use therein; provided, however, that Arch Coal's obligations hereunder shall be limited to an amount equal to the proceeds received by Arch Coal for the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against Arch Coal, ADA-ES shall notify Arch Coal in writing of the commencement thereof (provided, that failure to so notify Arch Coal shall not relieve Arch Coal from any liability it may have hereunder, except to the extent prejudiced by such failure), and Arch Coal shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to ADA-ES) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against Arch Coal. ADA-ES and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel subsequent to any assumption of the defense by Arch Coal shall not be at the expense of Arch Coal unless employment of such counsel has been specifically authorized in writing by Arch Coal. Arch Coal shall not be liable to indemnify any person for any settlement of any such action effected without Arch Coal's written consent (which consent shall not be unreasonably withheld or delayed). In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which ADA-ES, its officers, directors or controlling persons ("ADA-ES Indemnitees") exercising its rights under this Article III, makes a claim for indemnification pursuant to this Section 3.05, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 3.05 provides for indemnification, in such case, then, ADA-ES Indemnitee and Arch Coal will reimburse any legal contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of ADA-ES Indemnitee on the one hand and of the Arch Coal on the other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of ADA-ES Indemnitee on the one hand and of Arch Coal on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by ADA-ES Indemnitee on the one hand or by Arch Coal on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as such expenses are incurredcase, it being understood and agreed that the only such information furnished by (A) Arch Coal will not be required to contribute any Underwriter through the Representatives consists amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the General Disclosure Package and the Final Prospectus furnished on behalf meaning of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence Section 11(f) of the fifth paragraph under the caption “Underwriting (Conflicts Securities Act) will be entitled to contribution from any person or entity who was not guilty of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)such fraudulent misrepresentation.”

Indemnification of Company. Each Underwriter Wedbush will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Agent Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at or any timeamendment thereof, the General Disclosure Package, any Statutory Prospectus as of issuer free writing prospectus, any time, Company information that the Final ProspectusCompany has filed, or is required to file, pursuant to Rule 433(d) under the Act, or the Prospectus or any Issuer Free Writing Prospectusamendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives Wedbush specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever -20- (whether or not such Underwriter Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through Wedbush specifically for inclusion in the Representatives consists of the following information in Registration Statement, the General Disclosure Package Package, the Prospectus or any issuer free writing prospectus consists of (i) the name, “Wedbush PacGrow Life Sciences” on the cover page of the Prospectus Supplement, (ii) the 3.0% commission set forth on the cover of the Prospectus and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under “Plan of Distribution” section of the caption “Underwriting Prospectus and (Conflicts of Interest)”; iii) the statement of market making with respect to the Underwriters information contained in the second last sentence of the fifth first paragraph under of the caption “Underwriting (Conflicts Plan of Interest)”; and Distribution” section of the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Prospectus.”

Indemnification of Company. Each The Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such the Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any the Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each UnderwriterProspectus: the concession and reallowance figures appearing in the third fourth paragraph under the caption “Underwriting (Conflicts of Interest)”; ,” the statement of market making information contained in the fourth, sixth, tenth, thirteenth and fourteenth paragraphs and information with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering stabilization transactions and penalty bids appearing in the ninth paragraph fifteenth paragraph, in each case under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, time or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in the third fourth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; the statement of market making with respect (ii) information related to the Underwriters discretionary accounts in the second sentence of the fifth seventh paragraph under the caption “Underwriting Underwriting;” and (Conflicts of Interest)”; iii) the information in the thirteenth paragraph and related bullets under the description of caption “Underwriting” regarding stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)bids.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Testing-the-Waters Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing information contained in (i) the first two sentences of the third paragraph under the caption “Underwriting Underwriting,” (Conflicts of Interest)”; ii) the statement of market making with respect to the Underwriters in the second sentence first two sentences of the fifth first paragraph under the caption “Underwriting Underwriting—Commissions and Expenses,” and (Conflicts iii) the first sentence of Interest)”; the first paragraph, the second and third sentences of the second paragraph and the description second and third sentences of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth third paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting—Stabilization.”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Circular or the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter Purchaser through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Purchaser consists of the following information in the General Disclosure Package Preliminary and the Final Prospectus Offering Circular furnished on behalf of each UnderwriterPurchaser: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts Plan of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; Distribution” paragraphs 21 and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)22.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based (i) upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing information contained in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting” regarding stabilizing and other transactions.”

Indemnification of Company. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless each of the Company, the Guarantor, each of their respective Company and Guarantor and its directors and each of their respective officers who signs a signed the Registration Statement and each person, if any, who controls the Company or the and Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such the Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, in light of the circumstances in which they were made, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives Representative by or on behalf of the Underwriters or their representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through or on behalf of the Representatives Underwriters or their representatives consists of the following information (the “Underwriters’ Information”) in the General Disclosure Package and the Final Prospectus furnished on behalf of each UnderwriterProspectus: the concession and reallowance figures appearing in the third paragraph Paragraph [-] under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each The Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective Company and its directors and each of their respective officers who signs sign a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such the Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communications, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of the Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications, in light of the circumstances in which they were made, in each case to the extent, 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 written information furnished to the Company by such or on behalf of the Underwriter through the Representatives or its representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished to the Company by any or on behalf of the Underwriter through the Representatives consists of the following information (the “Underwriter’s Information”): the statements contained in the General Disclosure Package fifth, twelfth and fourteenth paragraphs of the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of Registration Statement at any time, the ADS Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse each Underwriter Indemnified Party any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the names of the Underwriters, the addresses of the Representatives appearing in the [first] paragraph and the concession and reallowance figures appearing in the third [third] paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”; each Company Indemnified Party and Underwriter Indemnified Party being referred as an “Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; the statement of market making with respect to the Underwriters in , the second sentence of in the fifth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; , and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing information contained in the ninth paragraph twelfth and thirteenth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting”.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and Statement, each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, or included in any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact (i) in the case of any Registration Statement, required to be stated therein or necessary to make the statements therein not misleading, or (ii) in the case of any Statutory Prospectus, the Final Prospectus, any Written Testing the Waters Communication or any Issuer Free Writing Prospectus, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures and the statements relating to price stabilization, short positions and penalty bids appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will severally and not jointly indemnify and hold harmless each of the Company, the Guarantoreach of its directors, each of their respective directors and each of their respective its officers who signs a Registration Statement have signed the registration statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities (or any action in respect thereof), to which such Underwriter Indemnified Party they or any of them may become subjectsubject under Applicable Securities Laws, under and, except as hereinafter provided, will reimburse the ActCompany and each such director, the Exchange Actofficer or controlling person for any legal or other expenses reasonably incurred by them or any of them, other Federal as such expenses are incurred, in connection with investigating or state statutory law defending any actions whether or regulation or otherwisenot resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Final Prospectus, from time to time amended or any Issuer Free Writing Prospectus, supplemented) or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representatives specifically Holder, expressly for use therein; provided, however, that such Holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder of Registrable Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and will reimburse such Holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder of Registrable Shares. The Company and each such director, officer or controlling person shall have the right to employ separate counsel in any legal such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or controlling person by counsel retained by or on the behalf of such Holder would be inappropriate due to conflicts of interest between any such person and any other expenses reasonably incurred party represented by such Underwriter Indemnified Party counsel in connection with investigating such proceeding or defending against action, in which case such Holder shall pay, as incurred, the fees and expenses of such separate counsel. Notwithstanding the two preceding sentences, if the action is one in which the Company may be obligated to indemnify any Holder of Registrable Shares pursuant to Section 2.5(a), the Company shall have the right to assume the defense of such action, subject to the right of such Holders to participate therein as permitted by Section 2.5(a). Such Holder shall not be liable to indemnify any person for any settlement of any such lossaction effected without such Holder’s consent (which consent shall not be unreasonably withheld). Such Holder shall not, claim, damage, liability, action, litigation, investigation or proceeding whatsoever except with the approval of the Company (whether or which approval shall not such Underwriter Indemnified Party is a party theretobe unreasonably withheld), whether threatened consent to entry of any judgment or commenced, based upon enter into any such untrue statement settlement that does not include as an unconditional term thereof the giving by the claimant or omission, or any such alleged untrue statement or omission as such expenses are incurred, it plaintiff to the party being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists so indemnified of the following information a release from all liability in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)such claim or litigation.”

Indemnification of Company. Each Underwriter In the event that the Company registers any of the Warrant Stock under the Securities Act, the Holder will severally and not jointly indemnify and hold harmless each of the Company, the Guarantoreach of its directors, each of their respective directors and each of their respective its officers who signs a Registration Statement have signed the registration statement, each underwriter of the shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or in the registration statement or prospectus as of any time, the Final Prospectus, from time to time amended or any Issuer Free Writing Prospectus, supplemented) or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representatives specifically Holder expressly for use therein. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against the Holder, the Company will notify the Holder in writing of the commencement thereof, and will reimburse the Holder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against the Holder. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal such action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the Holder unless representation of the Company by the counsel retained by the Holder would be inappropriate due to actual or potential differing interests between such indemnified party and any other expenses reasonably incurred party represented by such Underwriter Indemnified Party counsel in connection with investigating such proceeding or defending against employment of such counsel has been specifically authorized by the Holder. The Holder shall not be liable to indemnify any person for any settlement of any such lossaction effected without the Holder’s consent, claimwhich consent shall not be unreasonably withheld, damage, liability, conditioned or delayed. The failure to deliver written notice to the Holder within a reasonable time of the commencement of any such action, litigationif prejudicial to its ability to defend such action, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that shall relieve the only such information furnished by any Underwriter through the Representatives consists Holder of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect liability to the Underwriters in Company under this Section 6.4 to the second sentence extent of such prejudice, but the fifth paragraph omission so to deliver written notice to the Holder will not relieve it of any liability that it may have to the Company otherwise than under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)this Section 6.4.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third fourth paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the statement of market making with respect fifteenth and sixteenth paragraph relating to stabilization by the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorGuarantors, each of their respective officers, employees, agents, partners, members, directors and each of their respective officers who signs a Registration Statement affiliates and each person, if any, who controls the Company or the such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in legal name of such Underwriter, (ii) the third paragraph under the caption “Underwriting and (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in iii) the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)tenth paragraph.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct,(each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in the third fourth paragraph under the caption “Underwriting Underwriting” and (Conflicts of Interest)”; ii) the statement of market making with respect paragraph relating to stabilization by the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless each of the Company, the Guarantor, each of their respective Company and its directors and each of their respective officers who signs a signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such the Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, in light of the circumstances in which they were made, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives Representative by or on behalf of the Underwriters or their representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through or on behalf of the Representatives Underwriters or their representatives consists of the following information (the “Underwriters’ Information”) in the General Disclosure Package and the Final Prospectus furnished on behalf of each UnderwriterProspectus: the concession and reallowance figures appearing in the third paragraph Paragraph [-] under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective its officers who signs a the Registration Statement Statement, directors, and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, Securities Act or the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at as of any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package Preliminary Prospectus and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactionsdisclosure concerning short sales, over-allotment transactionsstabilizing, syndicate covering transactions and penalty bids appearing in the ninth paragraph tenth and eleventh paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Company Indemnified Party”), ) against any and all losses, claims, damages or liabilities to which such Underwriter Company Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any the Statutory Prospectus as of any timeProspectus, the Final Prospectus, Prospectus or any Issuer Free Writing ProspectusWritten Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, 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 written information concerning such Underwriter furnished to the Company by such any Underwriter through the Representatives Representative specifically for use therein, and will reimburse each Company Indemnified Party for any documented legal or other expenses reasonably incurred by such Underwriter Company Indemnified Party in connection with investigating investigating, defending or defending preparing to defend against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession paragraphs related to open market purchases and reallowance figures appearing in sales and the third paragraph related to purchases to cover short positions and stabilization under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect Underwriting.” The foregoing indemnity agreement is in addition to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)any liability that any Underwriter may otherwise have.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third fourth paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of Registration Statement, the ADS Registration Statement at any timeStatement, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse each Underwriter Indemnified Party any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third fifth paragraph, the disclosure on sales to discretionary accounts appearing in the seventeenth paragraph, the respective names of the Representatives appearing in the first paragraph and the respective addresses of the Representatives appearing in the eighth paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the CompanyCompany and the Manager, the Guarantor, and each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or and the Guarantor Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state State statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of such Statutory Prospectus, Final Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the information relating to concession figures, stabilizing transactions, penalty bids and reallowance figures appearing syndicate covering transactions contained in the third paragraph fourth, fifteenth and sixteenth paragraphs under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact fact, in the case of any Registration Statement, contained in any part of the Registration Statement thereof at any timetime or upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of any Statutory Prospectus as of any timeProspectus, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, included in any part thereof as of any time or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of (i) the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third fifth paragraph under the caption “Underwriting (Conflicts of Interest)” and the information contained in the eleventh paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of Guarantors and their respective directors and each of their respective officers who signs a Registration Statement directors, officers, employees, agents and each person, if any, who controls the Company or the Guarantor Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Circular or the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter Purchaser through the Representatives Credit Suisse specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Purchaser consists of the following information in the General Disclosure Package Preliminary Offering Circular and the Final Prospectus Offering Circular furnished on behalf of each UnderwriterPurchaser: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in paragraph, the second sentence of the fifth eighth paragraph, the first sentence of the ninth paragraph, the tenth paragraph and the third and fourth sentences of the twelfth paragraph, in each case under the caption “Underwriting (Conflicts Plan of Interest)Distribution”; and provided, however, that the description Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in or based upon the ninth paragraph Company’s failure to perform its obligations under the caption “Underwriting (Conflicts Section 5(a) of Interest)this Agreement.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing information contained in the third paragraph [fifth, eighth, eighteenth, nineteenth, twentieth and twenty-first] paragraphs under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, (each, an a “Underwriter Company Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Company Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of Registration Statement, the ADS Registration Statement at any timeStatement, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, therein and will reimburse each Company Indemnified Party for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation action or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission claim as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the Registration Statement, the General Disclosure Package and the Final Prospectus Prospectus, as the case may be, furnished on behalf of each Underwriter: the concession and reallowance figures names of the Underwriters appearing in the third first paragraph under the caption “Underwriting Underwriting” (Conflicts of Interest)the “Underwriter Information”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, time or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or the omission or the alleged omission of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package preliminary prospectus supplement dated February 17, 2016 and in the Final Prospectus furnished on behalf of each UnderwriterProspectus: the concession and reallowance figures appearing in the third sixth paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making Underwriting,” and information with respect to the Underwriters stabilization transactions appearing in the second sentence of the fifth thirteenth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will Underwriter, severally and not jointly jointly, will indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or the General Disclosure Package, or arise out of or are based upon the omission or the alleged omission of 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 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 by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the following information in any Registration Statement, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus or the General Disclosure Package and the Final Prospectus furnished by or on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing information contained in the ninth sixth paragraph under the caption “Underwriting (Conflicts Underwriting”; provided, that the Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of Interest)or based upon the Company’s failure to perform its obligations under Section 5(b) of this Agreement.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth eighth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly will indemnify and hold harmless each of the Company, the Guarantoreach of its directors, each of their respective directors and each of their respective its officers who signs a have signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, the ADR Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, (ii) with respect to any part of the Registration Statement at any time or arise out of or are based upon the ADR Registration Statement at any time, the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) with respect to any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, 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 the light of the circumstances under which they were made; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that each Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement at any time, the ADR Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information described as such in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing Section 15. This indemnity agreement will be in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect addition to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)any liability which such Underwriter may otherwise have.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of Registration Statement, the ADS Registration Statement at any timeStatement, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the Registration Statement, the General Disclosure Package and the Final Prospectus Prospectus, as the case may be, furnished on behalf of each Underwriter: the names of the Underwriters and the concession and reallowance figures figure appearing in the third [third] paragraph under the caption “Underwriting Underwriting” (Conflicts of Interest)the “Underwriter Information”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of (i) the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the second sentence of the 6th paragraph, the 9th paragraph and the concession and reallowance figures appearing in the third 3rd paragraph, under the caption “Underwriting” in the Final Prospectus and (ii) the information in the 8th paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters Underwriting” in the second sentence Final Prospectus furnished on behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. (but shall only be considered information furnished on behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. and not furnished by any of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interestother underwriters).”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing information contained in the third paragraph fifth, ninth, seventeenth, eighteenth, nineteenth and twentieth paragraphs under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use thereinInformation, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any “Underwriter through the Representatives Information” consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the statement of market making with respect to the Underwriters information contained in the second sentence of the fifth [●]th paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Testing-the-Waters Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing information contained in the third paragraph sixth, thirteenth and fourteenth paragraphs under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each The Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such the Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at Statement, or in any timePreliminary Prospectus, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Issuer Free Writing ProspectusWritten Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of 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 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 by such or on behalf of the Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any or on behalf of the Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph statements set forth under the caption heading “Underwriting Underwriting”: (Conflicts of Interest)”; x) the statement of market making with respect sentence related to the Underwriters in Underwriter’s intention not to make sales to discretionary accounts and (y) the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactionsparagraphs related to stabilization, syndicate covering transactions and penalty bids appearing bids, in the ninth paragraph under Preliminary Prospectus, the caption “Underwriting (Conflicts Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of Interest)the Underwriter for inclusion in the documents referred to in the foregoing indemnity.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities (including any loss, liability, claim, damage and expense whatsoever as incurred to the extent of the aggregate amount paid in settlement of any litigation) to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained or incorporated by reference in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timePreliminary Prospectus, the Final Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any bona fide electronic road show, or arise out of or are based upon the an omission or the alleged omission of 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 such untrue statement or alleged untrue statement or omission or alleged omission was made or incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any bona fide electronic road show, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in names and addresses of the General Disclosure Package Underwriters and the Final Prospectus furnished on behalf of each Underwriter: the concession [•] and reallowance figures appearing in the third paragraph [•] paragraphs under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters Underwriting” in the second sentence of Registration Statement, any Preliminary Prospectus, the fifth paragraph under Pricing Prospectus or the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Prospectus.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal federal, local, foreign or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, the Pricing Disclosure Package, any Statutory Prospectus as of any time, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection ‎(f) below, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with evaluating, investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists incurred The obligation of the following information in Underwriters to indemnify the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting Company (Conflicts of Interest)”; the statement of market making with respect including any controlling person, director or officer thereof) shall be limited to the Underwriters in the second sentence amount of the fifth paragraph under underwriting discount applicable to the caption “Underwriting (Conflicts of Interest)”; and Offered Securities to be purchased by the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in Underwriters hereunder actually received by the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriters.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based (i) upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, any Company Additional Written Communication, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing information contained in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting” regarding stabilizing and other transactions.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective its officers who signs a the Registration Statement Statement, directors, and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, Securities Act or the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at as of any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package Preliminary Prospectus and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactionsdisclosure concerning short sales, over-allotment transactionsstabilizing, syndicate covering transactions and penalty bids appearing in the ninth paragraph and tenth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter (a) In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will severally and not jointly indemnify and hold harmless each of the Company, the Guarantoreach of its directors, each of their respective directors its officers who have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each of their respective officers who signs a Registration Statement and each personPerson, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Final Prospectus, from time to time amended or any Issuer Free Writing Prospectus, supplemented) or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representatives specifically holder of Registrable Shares expressly for use therein; PROVIDED, HOWEVER, that such holder's obligations hereunder shall be (i) limited to an amount equal to the Net Proceeds received by such holder of Registrable Shares sold in such registration and (ii) extinguished if the alleged misstatement or omission was contained in a preliminary prospectus or amended preliminary prospectus and was corrected in the final prospectus. (b) Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof (provided that failure to so notify such holder shall not relieve such holder from any liability it may have hereunder), and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity KANBAY INTERNATIONAL, INC. - 6 - SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling Person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof, but the fees and expenses reasonably incurred of such counsel subsequent to any assumption of the defense by such Underwriter Indemnified Party holder of Registrable Shares shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized in writing by such holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any Person for any settlement of any such action effected without such holder's written consent. (c) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Company exercising its rights under this Section 2, makes a claim for indemnification pursuant to this Section 2.6, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 2.6 provides for indemnification, in such case, then, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of Registrable Shares on the other in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of the Company on the one hand and of the holder of Registrable Shares on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto)among other things, whether threatened the untrue or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement of a material fact or omission as or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the holder of Registrable Shares on the other; PROVIDED, HOWEVER, that, in any such expenses are incurredcase, it being understood and agreed that the only (i) no such information furnished by holder will be required to contribute any Underwriter through the Representatives consists amount in excess of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence Net Proceeds of the fifth paragraph under the caption “Underwriting (Conflicts sale of Interest)”all such Registrable Shares offered by it pursuant to such registration statement; and (ii) no person or entity guilty of fraudulent misrepresentation (within the description meaning of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in Section 11(f) of the ninth paragraph under the caption “Underwriting (Conflicts Securities Act) will be entitled to contribution from any person or entity who was not guilty of Interest)such fraudulent misrepresentation.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of Registration Statement, the ADS Registration Statement at any timeStatement, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse each Underwriter Indemnified Party any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third [●] paragraph and the addresses of the Representatives appearing in the [●] paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold -------------------------- harmless each of the Company, the Guarantoreach of its directors, each of their respective directors and each of their respective its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Shares (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities (or any action in respect thereof), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by it, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Final Prospectus, from time to time amended or any Issuer Free Writing Prospectus, supplemented) or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representatives specifically Purchaser, expressly for use therein; provided, however, that Purchaser's obligations hereunder shall be limited to an amount equal to the proceeds to Purchaser of the shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against Purchaser, the Company will notify Purchaser in writing of the commencement thereof, and will reimburse Purchaser shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against Purchaser. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or any underwriter or controlling person by counsel retained by or on the behalf of Purchaser would be inappropriate due to conflicts of interest between any such person and any other expenses reasonably incurred party represented by such Underwriter Indemnified Party counsel in connection with investigating such proceeding or defending against action, in which case Purchaser shall pay, as incurred, the fees and expenses of such separate counsel. Notwithstanding the two preceding sentences, if the action is one in which the Company may be obligated to indemnify Purchaser pursuant to Section 7(b), the Company shall have the right to assume the defense of such action, subject to the right of Purchaser to participate therein as permitted by Section 7(b). Purchaser shall not be liable to indemnify any person for any settlement of any such lossaction effected without Purchaser's consent (which consent shall not be unreasonably withheld). Purchaser shall not, claim, damage, liability, action, litigation, investigation or proceeding whatsoever except with the approval of the Company (whether or which approval shall not such Underwriter Indemnified Party is a party theretobe unreasonably withheld), whether threatened consent to entry of any judgment or commenced, based upon enter into any such untrue statement settlement that does not include as an unconditional term thereof the giving by the claimant or omission, or any such alleged untrue statement or omission as such expenses are incurred, it plaintiff to the party being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists so indemnified of the following information a release from all liability in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)such claim or litigation.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, time or the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, Prospectus or arise out of any Written Testing-the-Waters Communication or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing information contained in the ninth paragraph thirteenth and fourteenth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting”.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth sixth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth tenth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, Guarantors and each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any Guarantor or any such Underwriter Indemnified Party respective director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timeand Preliminary Prospectus, the Final ProspectusProspectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus; or (ii) with respect to the Registration Statement, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or, with respect to the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse any legal or other out-of-pocket expenses reasonably incurred by the Company or any Guarantor or any such respective director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that such Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement, and Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use thereinin the preparation thereof. The Company, the Guarantors and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood the Underwriters acknowledge and agreed agree that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus or to be furnished on behalf of each Underwriter: Underwriter to the concession Company for inclusion in any part of the Registration Statement, the Preliminary Prospectus and reallowance figures appearing in the Prospectus consists of the third paragraph, the third sentence of the seventh paragraph and the eighth paragraph under the caption “Underwriting (Conflicts of Interest)”; ” and the statement first, second and third paragraphs under the sub-heading “Conflicts of market making with respect to the Underwriters in the second sentence of the fifth paragraph Interest” under the caption “Underwriting (Conflicts of Interest)”; ” in the Preliminary Prospectus and the description second and fifth sentences of stabilizing transactionsthe first paragraph and the first, over-allotment transactions, syndicate covering transactions second and penalty bids appearing third sentences up to the comma in the ninth third sentence in the second paragraph under the sub-heading “Sale Through Underwriters or Dealers” under the caption “Underwriting (Conflicts Plan of Interest)Distribution” in the Prospectus.”

Indemnification of Company. Each The Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at or any time, any Statutory Prospectus as of any timeamendment thereof, the Final ProspectusGeneral Disclosure Package, or the Prospectus or any Issuer Free Writing Prospectusamendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission of 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 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 by such the Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any the Underwriter through specifically for inclusion in the Representatives Registration Statement, the General Disclosure Package, or the Prospectus consists of the following information name, “Wedbush PacGrow Life Sciences” on the front and back cover pages of the Prospectus Supplement, the discount to the Underwriter set forth on the cover of the Prospectus Supplement and in the General Disclosure Package “Underwriting” section of the Prospectus, and the Final Prospectus furnished on behalf of each Underwriter: the concession first paragraph and reallowance figures appearing four bullet points under “Underwriting — “Stabilization, Short Positions and Penalty Bids” in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Prospectus Supplement.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of Registration Statement at any time, the ADS Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives Sole Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession their respective names and reallowance figures addresses appearing in the third first paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third fourth paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the statement of market making with respect to the Underwriters information contained in the second sentence of the fifth sixth paragraph under the caption “Underwriting (Conflicts Underwriting” in respect of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)sales to discretionary accounts.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal United States federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement (or any amendment thereto) at any time, or in the Base Prospectus, any Statutory Prospectus as of Preliminary Prospectus, or any timeother preliminary prospectus related to the Securities, the Disclosure Package, Final Prospectus, or any Issuer Free Writing Prospectus, or in any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package Preliminary and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph Underwriter under the caption captions “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter Wedbush will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Agent Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at or any timeamendment thereof, the General Disclosure Package, any Statutory Prospectus as of issuer free writing prospectus, any time, Company information that the Final ProspectusCompany has filed, or is required to file, pursuant to Rule 433(d) under the Act, or the Prospectus or any Issuer Free Writing Prospectusamendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives Wedbush specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through Wedbush specifically for inclusion in the Representatives consists of the following information in Registration Statement, the General Disclosure Package Package, the Prospectus or any issuer free writing prospectus consists of (i) the name, “Wedbush PacGrow Life Sciences” on the cover page of the Prospectus Supplement, (ii) the 3.0% commission set forth on the cover of the Prospectus and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under “Plan of Distribution” section of the caption “Underwriting Prospectus and (Conflicts of Interest)”; iii) the statement of market making with respect to the Underwriters information contained in the second last sentence of the fifth first paragraph under of the caption “Underwriting (Conflicts Plan of Interest)”; and Distribution” section of the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Prospectus.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures figure appearing in the third fifth paragraph and the information contained in the twelfth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; the statement of market making with respect to provided, however, that the Underwriters in shall not be liable for any losses, claims damages or liabilities arising out of or based upon the second sentence Company’s failure to perform its obligations under Section 5(c) of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)this Agreement.”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of Guarantors and their respective directors and each of their respective officers who signs a Registration Statement directors, officers, employees, agents and each person, if any, who controls the Company or the Guarantor Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Circular or the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter Purchaser through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Purchaser consists of the following information in the General Disclosure Package Preliminary Offering Circular and the Final Prospectus Offering Circular furnished on behalf of each UnderwriterPurchaser: the concession sentences one and reallowance figures appearing in two of the third paragraph, sentence four of the ninth paragraph, paragraph eleven and paragraph twelve, in each case under the caption “Underwriting (Conflicts Plan of Interest)Distribution”; provided, however, that the statement Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of market making with respect or based upon the Company’s failure to the Underwriters in the second sentence perform its obligations under Section 5(a) of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)this Agreement.”

Indemnification of Company. Each Underwriter The Initial Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorGuarantors, each of their respective directors and each of their respective officers who signs a Registration Statement officers, employees, agents, partners, members and each person, if any, who controls the Company or the such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Initial Purchaser Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Underwriter Initial Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Memorandum or the Final ProspectusOffering Memorandum, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives Initial Purchaser specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Initial Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Initial Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, based upon commenced in connection with the enforcement of this provision with respect to any such untrue statement or omission, or any such alleged untrue statement or omission of the above as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the following information in the General Disclosure Package Preliminary and the Final Prospectus furnished on behalf of each UnderwriterOffering Memorandum: the concession second, ninth and reallowance figures appearing in the third paragraph tenth paragraphs under the caption “Underwriting (Conflicts Plan of Interest)Distribution”; provided, however, that the statement Initial Purchaser shall not be liable for any losses, claims, damages or liabilities arising out of market making with respect or based upon the Company’s failure to the Underwriters in the second sentence perform its obligations under Section 5(a) of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)this Agreement.”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, Guarantors and each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Circular or the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter Purchaser through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Purchaser consists of (i) the following information in the General Disclosure Package Preliminary Offering Circular and the Final Prospectus Offering Circular furnished on behalf of each UnderwriterPurchaser: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts Plan of Interest)”; the statement of market making with respect to the Underwriters in Distribution” the second sentence and third sentences of the fifth eleventh paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description twelfth and thirteenth paragraphs; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in or based upon the ninth paragraph Company’s failure to perform its obligations under the caption “Underwriting (Conflicts Section 5(a) of Interest)this Agreement.”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorGuarantors, each of their respective directors and directors, each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Memorandum or the Final ProspectusOffering Memorandum, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter Purchaser through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Purchaser consists of the following information in the General Disclosure Package Preliminary Offering Memorandum and the Final Prospectus furnished on behalf of each UnderwriterOffering Memorandum: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting Plan of Distribution” paragraphs 10, 11 and 12 (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of InterestShort Positions).”

Indemnification of Company. Each Underwriter The Purchasers will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Circular or the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing ProspectusCommunication (including, without limitation, any Supplemental Marketing Material), or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter any Purchasers through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter any Purchaser Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter Purchaser through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus Offering Circular furnished on behalf of each Underwriterthe Purchasers: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts Plan of Interest)”; Distribution,” the statement of market making with respect to the Underwriters in the first and second sentence sentences of the fifth eighth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)paragraph.”

Indemnification of Company. Each Underwriter will and each Borrower severally and not jointly will indemnify and hold harmless each of the Company, the Guarantoreach of its directors, each of their respective directors and each of their respective its officers who signs a have signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, the ADS registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, (ii) with respect to any part of the Registration Statement at any time or arise out of or are based upon the ADS registration Statement at any time, the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) with respect to any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, 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 the light of the circumstances under which they were made; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that each Underwriter and each Borrower will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement at any time, the ADS registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives or the Borrowers specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives or any Borrower consists of the following information described as such in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing Section 15. This indemnity agreement will be in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect addition to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)any liability which such Underwriter or such Borrower may otherwise have.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Testing-the-Waters Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third [fourth] paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the statement of market making with respect to the Underwriters information contained in the second sentence of the fifth paragraph [fifteenth] and [sixteenth] paragraphs under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the each Subsidiary Guarantor, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the any Subsidiary Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein (with respect to any Statutory Prospectus or the Final Prospectus, in light of the circumstance in which they were made) not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package each Statutory Prospectus and the Final Prospectus furnished on behalf of each Underwriter: (A) (i) the concession and reallowance figures figure appearing in the third paragraph under paragraph; and (ii) the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters information contained in the second sentence of the fifth ninth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of relating to stabilizing transactions, over-allotment transactionssyndicate short positions, syndicate covering transactions and penalty bids appearing bids, in the ninth paragraph each case under the caption heading “Underwriting Underwriting” and (Conflicts B) the delivery date of Interest)the securities on the cover page of the Final Prospectus.”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their its respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Circular or the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing ProspectusCommunication (including, without limitation, any Supplemental Marketing Material) or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter Purchaser through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Purchaser consists of the following information in the General Disclosure Package Preliminary and the Final Prospectus Offering Circular furnished on behalf of each UnderwriterPurchaser: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting Plan of Distribution,” paragraph 3 (Conflicts of Interest)”; concerning the statement of market making with respect to the Underwriters in the second sentence terms of the fifth offering by the Purchasers), sentence 2 of paragraph under 14 (concerning market-making by the caption “Underwriting Purchasers) and paragraph 15 (Conflicts of Interest)”; and the description of stabilizing transactions, concerning over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids appearing in by the ninth paragraph Purchasers); provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under the caption “Underwriting (Conflicts Section 5(a) of Interest)this Agreement.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication, any road show presentation or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: (i) the seventh paragraph on the cover of the Prospectus, (ii) the concession and reallowance figures appearing in the third first paragraph under the caption “Underwriting Discounts and Expenses” and (Conflicts of Interest)”; iii) the statement of market making with respect paragraph relating to stabilization by the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactionsPrice Stabilization, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Short Positions.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective Company and its directors and each of their respective officers who signs sign a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such the Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives Representative by or on behalf of the Underwriters or their representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter to the Company through the Representatives Representative by or on behalf of the Underwriters consists of the following information (the “Underwriters’ Information”): the statements contained in the General Disclosure Package fourth, seventh and eighth paragraphs of the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each Selling Stockholder (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of any such Statutory Prospectus, the Final Prospectus or any such Issuer Free Writing Prospectus, in the light of the circumstances in which such statements were made), in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package fifteenth and the Final Prospectus furnished on behalf second sentence of each Underwriter: the concession and reallowance figures appearing in the third sixteenth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Company Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Company Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any timeStatement, any Statutory Prospectus as of any timePreliminary Prospectus, the General Disclosure Package, the Final Prospectus, any Written Testing-the-Waters Communication or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by such any Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Company Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of (i) the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”[fifth]2

Indemnification of Company. Each Underwriter In the event that FivePrime registers any of the Shares under the Securities Act, Inhibrx will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorFivePrime, each of their respective directors and its directors, each of their respective its officers who signs a Registration Statement have signed the registration statement, each underwriter of the shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company or the Guarantor FivePrime within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse FivePrime and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or in the registration statement or prospectus as of any time, the Final Prospectus, from time to time amended or any Issuer Free Writing Prospectus, supplemented) or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company FivePrime in connection therewith by such Underwriter through the Representatives specifically Inhibrx expressly for use therein. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against Inhibrx, FivePrime will notify Inhibrx in writing of the commencement thereof, and will reimburse any legal Inhibrx shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to FivePrime) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against Inhibrx. FivePrime and each such director, officer, underwriter or other expenses reasonably incurred by such Underwriter Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of Inhibrx unless employment of such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon counsel has been specifically authorized by Inhibrx. Inhibrx shall not be liable to indemnify any person for any settlement of any such untrue statement action effected without Inhibrx’s consent, which shall not be unreasonably withheld, delayed or omissionconditioned. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)AS AMENDED.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, or any Issuer Free Writing Prospectus, any road show or any Written Testing-the-Waters Communication or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in first sentence of the third second paragraph under the caption heading “Underwriting Commissions and Expenses” and (Conflicts of Interest)”; ii) the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph information contained under the caption heading “Underwriting (Conflicts of Interest)”; Underwriting—Stabilization, Short Positions and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Penalty Bids.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth eighth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communication or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in the third 4th paragraph under the caption “Underwriting Underwriting,” (Conflicts ii) the statements concerning discretionary accounts of Interest)”; the statement of market making with respect to the Underwriters appearing in the second sentence of the fifth 8th paragraph under the caption “Underwriting Underwriting” and (Conflicts of Interest)”; and iii) the description of statements concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M of the Exchange Act appearing in the ninth 15th paragraph and the last sentence of the 16th paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”.”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Circular or the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter Purchaser through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Purchaser consists of the following information in the General Disclosure Package Preliminary and Final Offering Circular: the third, ninth, tenth and eleventh paragraphs and the Final Prospectus furnished on behalf first, second and fourth sentences of each Underwriter: the concession and reallowance figures appearing in the third fifteenth paragraph under the caption “Underwriting (Conflicts Plan of Interest)Distribution”; provided, however, that the statement Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of market making with respect or based upon the Company’s failure to the Underwriters in the second sentence perform its obligations under Section 5(a) of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)this Agreement.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, the ADS Registration Statement as of any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication, any “roadshow” as defined in Rule 433(h) under the Act or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse each Underwriter Indemnified Party any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information names and addresses of the Representatives and the concession figures appearing under the caption “Underwriting” in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Prospectus.”

Indemnification of Company. Each Underwriter The Distributor covenants and agrees that it will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors Company and each of their respective its directors and officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Underwriter Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwiseexpense, insofar as such losses, claims, damages or liabilities (or actions and reasonable counsel fees and disbursements incurred in respect thereofconnection therewith) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares, and alleging (i) a wrongful act or deed of the Distributor or any of its employees or sales representatives, or (ii) that the Registration Statement, Prospectuses, Statements of Additional Information, shareholder reports or other information fled or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement statements or alleged untrue statement or omission or alleged omission was omissions were made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such Underwriter through other person would otherwise be subject by reason of willful misfeasance or bad faith in the Representatives specifically for use thereinperformance of its duties or by reason of its failure to exercise due care in rendering its services and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this section with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account on its indemnity agreement contained in this section. The Distributor 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 the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants, whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation or other expenses reasonably incurred by such Underwriter Indemnified Party proceedings against it in connection with investigating or defending against the issue and sale of any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Company's Shares.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Testing-the-Waters Writing, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the information concerning the terms of the offering by the Underwriters on the cover page, the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting” and the description of information relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing contained in the ninth paragraph thirteenth and fourteenth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will will, severally and not jointly jointly, indemnify and hold harmless each of the Company, the Guarantor, each of their respective directors and each of their respective its directors, officers who signs a Registration Statement or employees and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, each as amended or supplemented, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein (in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: (i) the concession legal and reallowance figures appearing marketing names of the Underwriters on the front and back cover pages of the Final Prospectus and in the third paragraph table showing the principal amounts of notes purchased by the Underwriters under the caption “Underwriting (Conflicts of Interest)”; ,” (ii) the statement of market making with respect to the Underwriters information contained in the second sentence paragraph following the table showing the principal amounts of each series of notes purchased by the fifth paragraph Underwriters under the caption “Underwriting (Conflicts of Interest)”; ,” (iii) the second and third sentences of the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in second paragraph following the ninth paragraph table showing the underwriting discounts to be paid to the underwriters under the caption “Underwriting (Conflicts of Interest),” (iv) the fourth and fifth paragraphs following the table showing the underwriting discounts to be paid to the underwriters under the caption “Underwriting (Conflicts of Interest),” and (v) the first sentence of the first paragraph under the caption “Underwriting (Conflicts of Interest)—Other Relationships.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained (i) in any part of the Registration Statement at any timethe time it became effective as to the Underwriters, any Statutory Prospectus as or arise out of any timeor are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) in the Final Prospectus, the General Disclosure Package, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of (i) the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph Underwriter under the caption “Underwriting (Conflicts of Interest)”Underwriting,” the paragraphs; the statement of market making with respect to provided, however, that the Underwriters in shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the second sentence Company’s failure to perform its obligations under Section 5(c) of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)this Agreement.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective Company and its directors and each of their respective officers who signs sign a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such the Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives by or on behalf of the Underwriters or their representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through or on behalf of the Representatives Underwriters or their representatives consists of the following information (the “Underwriters’ Information”) in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession Paragraphs 9 and reallowance figures appearing in the third paragraph 10 under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting Underwriting”, (Conflicts of Interest)”; ii) the information in the twelfth paragraph and related bullets under the description of caption “Underwriting” regarding stabilizing transactions, over-allotment transactionsthe option to purchase additional shares, syndicate covering transactions and penalty bids appearing bids; and (iii) the information in the ninth fourteenth paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting” regarding electronic distributions.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (i) contained in any part of the Registration Statement at Statement, when such part became effective or was deemed effective, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) contained in any time, part of any Statutory Prospectus as of any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives Representative, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each such Underwriter: the concession and reallowance figures appearing (i) information in the third paragraph under of the caption section titled “Underwriting (Conflicts of Interest)”; the statement of market making Underwriting” with respect to the Underwriters concessions or reallowances and (ii) information in the second sentence ninth and tenth paragraphs of the fifth paragraph under the caption section titled “Underwriting (Conflicts of Interest)”; and the description of Underwriting” with respect to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)bids.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorGuarantors, each of their respective officers, employees, agents, partners, members, directors and each of their respective officers who signs a Registration Statement affiliates and each person, if any, who controls the Company or the such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement Statement, or any amendment or supplement thereto, at any time, time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus under the caption “Underwriting” furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in legal name of such Underwriter, (ii) the third paragraph under the caption “Underwriting and (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in iii) the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)tenth paragraph.”

Indemnification of Company. Each The Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such the Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any the Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each UnderwriterProspectus: the concession and reallowance figures appearing in the third fourth paragraph under the caption “Underwriting (Conflicts of Interest)”; ,” the statement of market making information contained in the fourth, sixth, tenth, thirteenth and fifteenth paragraphs and information with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering stabilization transactions and penalty bids appearing in the ninth paragraph sixteenth paragraph, in each case under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. Each Underwriter will Underwriter, severally and not jointly jointly, will indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at or any timeamendment thereof, the General Disclosure Package, any Statutory Prospectus as of issuer free writing prospectus, any time, Company information that the Final ProspectusCompany has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any Issuer Free Writing Prospectusamendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through Wedbush specifically for inclusion in the Representatives Registration Statement, the General Disclosure Package, the Prospectus or any issuer free writing prospectus consists of the following information names “Wedbush PacGrow Life Sciences” and “▇▇▇▇▇-▇▇▇▇▇▇ Capital Group” and the date the underwriters expect to deliver the shares on the cover page of the Prospectus, the names “Wedbush Securities Inc.” and “▇▇▇▇▇-▇▇▇▇▇▇ Capital Group” in the General Disclosure Package “Underwriting” section of the Prospectus and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect discount to the Underwriters set forth on the cover of the Prospectus and in the second sentence “Underwriting” section of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Prospectus.”

Indemnification of Company. Each The Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”"UNDERWRITER INDEMNIFIED PARTY"), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement Statements at any time, any Statutory Prospectus Prospectuses as of any time, the Final Prospectus, Prospectuses or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such the Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package second, ninth, tenth and twelfth paragraphs under the heading "Underwriting" in the Statutory Prospectuses at the Applicable Time and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)Prospectuses.”

Indemnification of Company. Each Underwriter In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will severally and not jointly indemnify and hold harmless each of the Company, the Guarantoreach of its directors, each of their respective directors and each of their respective its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Final Prospectus, from time to time amended or any Issuer Free Writing Prospectus, supplemented) or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by such Underwriter through the Representatives specifically holder of Registrable Shares, expressly for use therein; PROVIDED, HOWEVER, that such Holder's obligations hereunder shall be limited to an amount equal to the proceeds to such Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder, the Company will notify such Holder in writing of the commencement thereof, and will reimburse such Holder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such Holder unless employment of such counsel has been specifically authorized by such Underwriter Indemnified Party Holder. Notwithstanding the two preceding sentences, if the action is one in connection with investigating or defending against which the Company may be obligated to indemnify any Holder pursuant to Section 2.5, the Company shall have the right to assume the defense of such action, subject to the right of such holders to participate therein as permitted by Section 2.5. Such Holder shall not be liable to indemnify any person for any settlement of any such lossaction effected without such Holder's consent. Such Holder shall not, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that except with the only such information furnished by any Underwriter through the Representatives consists approval of the following information Company, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the party being so indemnified of a release from all liability in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)such claim or litigation.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and “Underwriting” section of the Final Prospectus furnished on behalf of each Underwriter: the concession fifth paragraph (beginning “The representatives have advised us…”) and reallowance figures appearing the information in the third fourteenth paragraph under (beginning “Until the caption “Underwriting (Conflicts of Interest)”; the statement of market making with respect to the Underwriters in the second sentence distribution of the fifth shares is completed…”), fifteenth paragraph under (beginning “In connection with the caption “Underwriting (Conflicts of Interest)offering…”; ) and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and sixteenth paragraph (beginning “The underwriters may also impose a penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interestbid…”).”

Indemnification of Company. Each Underwriter Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the GuarantorGuarantors, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, Preliminary Offering Circular or the Final ProspectusOffering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, 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 written information furnished to the Company by such Underwriter Purchaser through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Purchaser consists of the following information in the General Disclosure Package Preliminary and the Final Prospectus furnished on behalf of each UnderwriterOffering Circular: the concession third, twelfth and reallowance figures appearing in the third paragraph thirteenth paragraphs under the caption “Underwriting (Conflicts Plan of Interest)”; Distribution;” provided, however, that the statement Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of market making with respect or based upon the Company’s failure to the Underwriters in the second sentence perform its obligations under Section 5(a) of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest)this Agreement.”

Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of their respective its directors and each of their respective its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of 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 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 by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the statements regarding delivery of the Offered Securities by the Underwriters set forth on the cover page, the concession and reallowance figures appearing in the third [●] paragraph under the caption “Underwriting (Conflicts of Interest)”; Underwriting,” the statement of market making with respect information relating to the Underwriters in the second sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions transactions, passive market making and penalty bids appearing contained in the ninth paragraph paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting—[Price Stabilization, Short Positions and Penalty Bids]” and the information regarding internet distribution contained under the sub-caption “Electronic Distribution” under the caption “Underwriting.”