Common use of Indemnification of the Company and the Selling Shareholders Clause in Contracts

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, officers who signs a Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of the Act or the Exchange Act (each, an “Underwriter Indemnified Party”), against any loss, claim, damage, liability or expense, as incurred, 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 at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, 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 Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company expressly for use in the Final Prospectus are the statements described in Section 9(a) above. The indemnity agreement set forth in this Section 9(c) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, its officers who signs a signed the Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Shareholders to the same extent as the indemnity set forth in paragraph (eacha) above, an “Underwriter Indemnified Party”)but only with respect to any losses, against any lossclaims, claim, damage, liability damages or expense, as incurred, to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Actliabilities that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company Representatives expressly for use in the Final Registration Statement, the Prospectus are (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the statements described only such information furnished by any Underwriter consists of the following information in Section 9(athe Prospectus furnished on behalf of each Underwriter: (i) above. The indemnity agreement set forth the concession and reallowance figures appearing in this Section 9(cthe first sentence of the fifth paragraph under the caption “Underwriting” and (ii) shall be the information contained in addition the second sentence of the fifteenth paragraph and the sixteenth, seventeenth and eighteenth paragraphs under the caption “Underwriting” relating to any liabilities that each Underwriter may otherwise havestabilization transactions.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, its officers who signs a signed the Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and each of the Selling Shareholders, their directors and officers and any control person of such Selling Shareholders, to the same extent as the indemnity set forth in paragraph (eacha) above (including, an “Underwriter Indemnified Party”without limitation, documented and reasonable legal fees and other expenses reasonably incurred in connection with investigating or defending any such action or claim asserted), against but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Actliabilities that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company expressly for use in any Preliminary Prospectus (or any amendment or supplement thereto), the Registration Statement, the Final Prospectus are (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (taken together with the statements described Pricing Disclosure Package) (collectively, the “Underwriter Information”), being understood and agreed upon that the only such information furnished by the Underwriters consists of the following information in Section 9(a) above. The indemnity agreement set forth the Final Prospectus furnished on behalf of the Underwriters: the concession and reallowance figures appearing in this Section 9(c) shall be the first paragraph under the caption “Underwriting—Commissions and Discounts”, and the information contained in addition to any liabilities that each Underwriter may otherwise havethe first and second paragraphs under the caption “Underwriting—Price Stabilization, Short Positions.”

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, its officers who signs a signed the Registration Statement Statement, each of the Selling Shareholders and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders (eachand where applicable, an “Underwriter Indemnified Party”)their directors, against officers and any losscontrol person of such Selling Shareholder) to the same extent as the indemnity set forth in paragraph (a) above, claimbut only with respect to any losses, damageclaims, liability damages or expense, as incurred, to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Actliabilities that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company Representatives expressly for use in the Final Registration Statement, the Prospectus are (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the statements described in Section 9(a) above. The indemnity agreement regarding delivery of shares by the Underwriters set forth on the cover page, and the concession figure appearing in this Section 9(c) shall be the third paragraph under the caption “Underwriting”, and the information contained in addition the twelfth, thirteenth and fourteenth paragraphs relating to any liabilities that each Underwriter may otherwise havestabilization transactions under the caption “Underwriting”.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, its officers who signs a signed the Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Shareholders, and each person who controls (each, an “Underwriter Indemnified Party”), against any loss, claim, damage, liability within the meaning of Section 15 of the Securities Act or expense, as incurred, to which such Underwriter Indemnified Party may become subject, under the Act, Section 20 of the Exchange Act) the Selling Shareholders, to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company Representatives expressly for use in the Final Registration Statement, the Prospectus are (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the statements described only such information furnished by any Underwriter consists of the following information in Section 9(a) above. The indemnity agreement set forth the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in this Section 9(c) shall be the third paragraph under the caption “Underwriting,” the information contained in addition to any liabilities that each Underwriter may otherwise havethe fifteenth paragraph under the caption “Underwriting.”

Indemnification of the Company and the Selling Shareholders. Each Underwriter agreeswill, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder of its directors and each of its directors, officers who signs a Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and each Selling Shareholder (each, an “Underwriter Indemnified Party”), ) against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement at any time, any part of the Registration Statement, any Statutory ProspectusProspectus 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 therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, 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 the Registration Statement, any Statutory Prospectus, 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 Representative expressly Representatives specifically for use therein; , and to will reimburse such Underwriter Indemnified Party for any and all legal or other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company 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 the Selling Shareholders hereby acknowledges agreed that the only such information that furnished by any Underwriter consists of the Underwriters through the Representative have furnished to the Company expressly for use following information in the Final Prospectus are furnished on behalf of each Underwriter: the statements described information contained in Section 9(a) above. The indemnity agreement set forth the first paragraph under the subheading “Underwriting Commissions”, the third paragraph under the subheading “New York Stock Exchange Listing”, all of the paragraphs under the subheading “Price Stabilization, Short Positions and Penalty Bids”, and the paragraph under the subheading “Electronic Distribution”, all of them under the heading “Underwriting” in this Section 9(c) shall be in addition to any liabilities that each Underwriter may otherwise havethe General Disclosure Package and the Final Prospectus.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless the Company, each Selling Shareholder of its directors and each of its directors, officers who signs a Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act as well as the Selling Shareholders (each, an “Underwriter Indemnified Party”), ) against any losslosses, claims, damages or liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, damage, liability or expense, as incurred, ) to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any part of any Registration Statement (including any amendment thereof) at any time or the ADS Registration Statement, Statement (including any Statutory Prospectus, the Final Prospectusamendment thereof) at any time, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of to state therein 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 order any Statutory Prospectus at any time, the Final Prospectus (including any amendment or supplement thereto), any Issuer Free Writing Prospectus, or any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, any road show, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Underwriter Indemnified Party by such Underwriter through the Representative expressly Representatives specifically for use therein; , and to will reimburse such Underwriter Indemnified Party for any and all legal or other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company 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 the Selling Shareholders hereby acknowledges agreed that the only such information that furnished by any Underwriter consists of the Underwriters through the Representative have furnished to the Company expressly for use following information in the Final Prospectus are furnished on behalf of each Underwriter: the statements described addresses of the Representatives appearing in Section 9(a) above. The indemnity agreement set forth in this Section 9(c) shall be in addition to any liabilities that each Underwriter may otherwise havethe [tenth] paragraph under the caption “Underwriting.”

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and each Selling Shareholder and each Shareholder, its affiliates (within the meaning of its Rule 501(b) of Regulation D or Rule 405 under the Act), directors, officers who signs a Registration Statement management board members, supervisory board members, officers, employees, agents and each person, if any, who controls the Company or such and each Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (eacha) above from and against any and all losses, an “Underwriter Indemnified Party”claims, damages and liabilities (including, without limitation, reasonable and documented outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), against any loss, claim, damage, liability joint or expense, as incurredseveral, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange ActAct or otherwise that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for in the Registration Statement, the Prospectus (or any and all expenses amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any Written Road Show Materials or any Pricing Disclosure Package (including the fees any Pricing Disclosure Package that has subsequently been amended), it being understood and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges agreed upon that the only such information that furnished by any Underwriter consists of the Underwriters through the Representative have furnished to the Company expressly for use following information in the Final Prospectus are furnished on behalf of each Underwriter: (i) the statements described table containing a list of Underwriters and their respective participation in Section 9(athe sale of the Securities which appears between the first and second paragraphs under the caption “Underwriting,” (ii) above. The indemnity agreement set forth the concession and discount figures appearing in this Section 9(cthe third paragraph under the caption “Underwriting,” and (iii) shall be the information contained in addition to any liabilities that each Underwriter may otherwise havethe fifteenth, seventeenth and eighteenth paragraphs under the caption “Underwriting.”

Indemnification of the Company and the Selling Shareholders. Each Underwriter International Bank agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, its officers who signs a signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each Selling Shareholder and each person, if any, who controls such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (eacha) above, an “Underwriter Indemnified Party”but only with respect to any losses, claims, damages or liabilities (including, without limitation, any legal fees or other expenses reasonably incurred by the Company or the Selling Shareholder, as the case may be, in connection with defending or investigating any suit, action or proceeding or any claim asserted, as such fees or expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such International Bank furnished to the Company in writing by such International Bank expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), against any lossIssuer Free Writing Prospectus, claimany road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), damage, liability or expense, as incurred, to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, and will reimburse any legal or other federal expenses reasonably incurred by the Company and the Selling Shareholders in connection with investigating or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as defending such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based action, it being understood and agreed upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, 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 Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only such information furnished by any International Bank consists of the following information in the Prospectus furnished on behalf of each International Bank: the concession and reallowance figures appearing in the 11th paragraphs under the caption “Underwriting”, the information contained under the caption “Underwriting–Other Relationships”, provided, however, that the Underwriters through the Representative have furnished aggregate liability of each International Bank hereunder shall in no event exceed such International Bank’s net underwriting discounts and commissions (after deducting taxes and expenses) with respect to the Company expressly for use in placement of the Final Prospectus are Brazilian Shares outside Brazil or sale of the statements described in Section 9(a) above. The indemnity agreement set forth in this Section 9(c) shall be in addition to any liabilities that each Underwriter may otherwise haveADSs hereunder.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, its officers who signs a signed the Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders, and each person who controls (each, an “Underwriter Indemnified Party”), against any loss, claim, damage, liability within the meaning of Section 15 of the Securities Act or expense, as incurred, to which such Underwriter Indemnified Party may become subject, under the Act, Section 20 of the Exchange Act) each Selling Shareholder, to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company Representatives expressly for use in the Final Registration Statement, the Prospectus are (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the statements described only such information furnished by any Underwriter consists of the following information in Section 9(a) above. The indemnity agreement set forth the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in this Section 9(c) shall be the [fourth] paragraph under the caption “Underwriting”, the information contained in addition to any liabilities that each Underwriter may otherwise havethe [fourteenth] paragraph under the caption “Underwriting.”

Indemnification of the Company and the Selling Shareholders. Each Underwriter agreeswill, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder Company and each of its directors, respective trustees and officers who signs sign a Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), and each Selling Shareholder against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which such Underwriter Indemnified Party the Company and its respective trustees and officers who sign a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and each Selling Shareholder may become subject, under the Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communications (or any supplement or amendment to any of the foregoing) or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications (or any supplement or amendment to any of the foregoing) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly Representatives specifically for use therein; , and to will reimburse the Company and its respective trustees and officers who sign a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act or such Underwriter Indemnified Party Selling Shareholder for any and all legal or other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company and its respective trustees and officers who sign a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act or such Underwriter Indemnified Party Selling Shareholder in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company 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 the Selling Shareholders hereby acknowledges agreed that the only such information that furnished by any Underwriter consists of the Underwriters through the Representative have furnished to the Company expressly for use following information in the Final Prospectus are furnished on behalf of each Underwriter: the statements described information contained in Section 9(a) above. The indemnity agreement set forth in this Section 9(c) shall be in addition to any liabilities that each the eleventh paragraph under the caption “Underwriting” (such information, the “Underwriter may otherwise haveInformation”).

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, its officers who signs a signed the Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Shareholders, and each person who controls (each, an “Underwriter Indemnified Party”), against any loss, claim, damage, liability within the meaning of Section 15 of the Securities Act or expense, as incurred, to which such Underwriter Indemnified Party may become subject, under the Act, Section 20 of the Exchange Act) the Selling Shareholders, to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company Representatives expressly for use in the Final Registration Statement, the Prospectus are (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the statements described only such information furnished by any Underwriter consists of the following information in Section 9(a) above. The indemnity agreement set forth the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in this Section 9(c) shall be the third paragraph under the caption “Underwriting”, the information contained in addition to any liabilities that each Underwriter may otherwise havethe fifteenth paragraph under the caption “Underwriting.”

Indemnification of the Company and the Selling Shareholders. Each Underwriter agreeswill, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder of its directors and each of its directors, officers who signs a Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and each Selling Shareholder (each, an “Underwriter Indemnified Party”), ) against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration StatementStatement at any time, any Statutory ProspectusProspectus 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 therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, 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 the Registration Statement, any Statutory Prospectus, 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 Representative expressly Representatives specifically for use therein; , and to will reimburse such Underwriter Indemnified Party for any and all legal or other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company 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 the Selling Shareholders hereby acknowledges agreed that the only such information that furnished by any Underwriter consists of the Underwriters through the Representative have furnished to the Company expressly for use following information in the Final Prospectus are furnished on behalf of each Underwriter: the statements described concession and reallowance figures appearing in Section 9(a) above. The indemnity agreement set forth the fifth paragraph under the heading “Underwriting”, the information contained in this Section 9(c) shall be the first paragraph under the subheading “Underwriting Discounts and Commissions”, the third paragraph under the subheading “New York Stock Exchange Listing”, all of the paragraphs under the subheading “Price Stabilization, Short Positions and Penalty Bids”, and the paragraph under the subheading “Electronic Distribution”, all of them under the heading “Underwriting” in addition to any liabilities that each Underwriter may otherwise havethe General Disclosure Package and the Final Prospectus.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, its officers who signs a signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders, its directors, officers and each person, if any, who controls such Selling Shareholder within the meaning of Section 15 of the Securities Act or the Exchange Act (each, an “Underwriter Indemnified Party”), against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter Indemnified Party may become subject, under the Act, Section 20 of the Exchange Act, to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including without limitation, reasonable legal fees and other federal expenses reasonably incurred in connection with any suit, action or state statutory law proceeding or regulationany claim asserted, as such fees and expenses are incurred) that arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company Representatives expressly for use in the Final Registration Statement, the Prospectus are (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the statements described only such information furnished by any Underwriter consists of the following information in Section 9(a) above. The indemnity agreement set forth the Prospectus furnished on behalf of each Underwriter: the concession figures appearing in this Section 9(c) shall be the third paragraph under the caption “Underwriting”, the names of each of the Underwriters and number of Ordinary Shares being offered by each such Underwriter in addition to any liabilities that each Underwriter may otherwise havethe table immediately below the first paragraph under the caption “Underwriting,” and the information contained in the Market Stabilization paragraph under the caption “Underwriting”.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, its officers who signs a signed the Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders, their directors and officers and any control person of such Selling Shareholders, to the same extent as the indemnity set forth in paragraph (eacha) above (including, an “Underwriter Indemnified Party”without limitation, documented and reasonable legal fees and other expenses reasonably incurred in connection with investigating or defending any such action or claim asserted), against but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Actliabilities that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company Representatives expressly for use in any Preliminary Prospectus (or any amendment or supplement thereto), the Final Registration Statement, the Prospectus are (or any amendment or supplement thereto), any Issuer Free Writing Prospectus listed on Annex B hereto (taken together with the statements described Pricing Disclosure Package) or any Written Testing-the-Waters Communication listed on Annex D hereto (taken together with the Pricing Disclosure Package), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in Section 9(a) above. The indemnity agreement set forth the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in this Section 9(c) shall be the third paragraph under the caption “Underwriting”, the information contained in addition to any liabilities that each Underwriter may otherwise havethe first sentence of the eighth paragraph under the caption “Underwriting”, the information contained in the fourteenth paragraph under the caption “Underwriting” and the information contained in the first sentence of the fifteenth paragraph under the caption “Underwriting”.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, its officers who signs a signed the Registration Statement Statement, each of the Selling Shareholders and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders (eachand where applicable, an “Underwriter Indemnified Party”)their directors, against officers and any losscontrol person of such Selling Shareholder) to the same extent as the indemnity set forth in paragraph (a) above, claimbut only with respect to any losses, damageclaims, liability damages or expense, as incurred, to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Actliabilities that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company Representatives expressly for use in the Final Registration Statement, the Prospectus are (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the statements described in Section 9(a) above. The indemnity agreement regarding delivery of shares by the Underwriters set forth on the cover page, and the concession and reallowance figures appearing in this Section 9(c) shall be the third paragraph under the caption “Underwriting”, and the information contained in addition the twelfth and thirteenth paragraphs relating to any liabilities that each Underwriter may otherwise havestabilization transactions under the caption “Underwriting”.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless the Company, each Selling Shareholder of its directors and each of its directors, officers who signs a Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, and the Selling Shareholders (each, an “Underwriter Indemnified Party”), ) against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of Registration Statement at any time, the ADS Registration StatementStatement at any time, any Statutory ProspectusProspectus at 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 therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Underwriter Indemnified Party by such Underwriter through the Representative expressly Representatives specifically for use therein; , and to will reimburse such Underwriter Indemnified Party for any and all legal or other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company 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 the Selling Shareholders hereby acknowledges agreed that the only such information that furnished by any Underwriter consists of the Underwriters through the Representative have furnished to the Company expressly for use following information in the Final Prospectus are furnished on behalf of each Underwriter: the statements described concession and reallowance figures appearing in Section 9(a) above. The indemnity agreement set forth the fourth paragraph and the addresses of the Representatives appearing in this Section 9(c) shall be in addition to any liabilities that each Underwriter may otherwise havethe [sixteenth] paragraph under the caption “Underwriting.”

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and each Selling Shareholder and each Shareholder, their respective affiliates (within the meaning of its Rule 501(b) of Regulation D or Rule 405 under the Act), directors, officers who signs a Registration Statement officers, employees, agents and each person, if any, who controls the Company or such any Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (eachincluding, an “Underwriter Indemnified Party”without limitation, reasonable and documented outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), against any loss, claim, damage, liability joint or expense, as incurredseveral, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange ActAct or otherwise that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company Representatives expressly for use in the Final Registration Statement, the Prospectus are (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any Written Road Show Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the statements described only such information furnished by any Underwriter consists of the following information in Section 9(a) above. The indemnity agreement set forth the Registration Statement, Pricing Disclosure Package and the Prospectus furnished on behalf of each Underwriter: the information contained in this Section 9(c) shall be in addition to any liabilities that each Underwriter may otherwise havethe [second, thirteenth, fourteenth, fifteenth and seventeenth] paragraphs under the caption “Underwriting.”

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless the Company, each Selling Shareholder of its directors and each of its directors, officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and each Selling Shareholder and each person, if any, who controls such Selling Shareholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the any Registration Statement, Statement at any Statutory Prospectus, the Final Prospectus, time or any Issuer Free Writing Prospectus, arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in order 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 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 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 the Registration Statement, any Statutory Prospectus, 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 Representative expressly Representatives specifically for use therein; , and to will reimburse such Underwriter Indemnified Party for any and all legal or other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company 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 the Selling Shareholders hereby acknowledges agreed that the only such information that furnished by any Underwriter consists of the Underwriters through the Representative have furnished to the Company expressly for use following information in the Final Prospectus are furnished on behalf of each Underwriter: the statements described concession and reallowance figures appearing in Section 9(a) above. The indemnity agreement set forth the fourth paragraph under the caption “Underwriting” and the information contained in this Section 9(c) shall be in addition to any liabilities that each Underwriter may otherwise havethe sixth and seventeenth paragraphs under the caption “Underwriting”.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement, each Selling Shareholder and each of its directors, officers who signs a Registration Statement and each person, if any, who controls the Company or such any Selling Shareholder within the meaning of the Securities Act or the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any such Underwriter Indemnified Party director or officer, any Selling Shareholder or any such controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereofUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectusamendment thereto, or the omission or alleged omission therefrom 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 a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, Preliminary Prospectus or the Prospectus (or any Issuer Free Writing Prospectus amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such Underwriter Indemnified Party director or officer, any Selling Shareholder or any such controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such Underwriter Indemnified Party director or officer, any Selling Shareholder or any such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the each Selling Shareholders Shareholder hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company by any Underwriter expressly for use in the Final Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements described set forth in Section 9(a) abovethe first two sentences of the second paragraph under the caption “Underwriting—Commissions and Expenses” and the first two paragraphs under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 9(c) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder and each of its directors, its officers who signs a signed the Registration Statement Statement, each of the Selling Shareholders and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders (eachand where applicable, an “Underwriter Indemnified Party”)their directors, against officers and any losscontrol person of such Selling Shareholder) to the same extent as the indemnity set forth in paragraph (a) above, claimbut only with respect to any losses, damageclaims, liability damages or expense, as incurred, to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Actliabilities that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; and to reimburse such Underwriter Indemnified Party for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Shareholders hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company Representatives expressly for use in the Final Registration Statement, the Prospectus are (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the statements described in Section 9(a) above. The indemnity agreement regarding delivery of shares by the Underwriters set forth on the cover page, and the concession and reallowance figures appearing in this Section 9(c) shall be the third paragraph under the caption “Underwriting”, and the information contained in addition the twelfth, thirteenth and fourteenth paragraphs relating to any liabilities that each Underwriter may otherwise havestabilization transactions under the caption “Underwriting”.

Indemnification of the Company and the Selling Shareholders. Each Underwriter agreeswill, severally and not jointly, to indemnify and hold harmless the Company, each Selling Shareholder of its directors and each of its directors, officers who signs a Registration Statement and each person, if any, who controls the Company or such Selling Shareholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and each Selling Shareholder (each, an “Underwriter Indemnified Party”), against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or is otherwise permitted in Section 9(e) hereof)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any ADS Registration Statement or any amendment or supplement thereto, 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 a material fact contained in any part Statutory Prospectus as of the Registration Statement, any Statutory Prospectustime, the Final ProspectusProspectus 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), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the Registration Statement, any Statutory Prospectus, 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 Representative expressly Representatives specifically for use therein; , and to will reimburse such Underwriter Indemnified Party for any and all legal or other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company 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 the Selling Shareholders hereby acknowledges agreed that the only such information that furnished by any Underwriter consists of the Underwriters through the Representative have furnished to the Company expressly for use following information in the Final Prospectus are furnished on behalf of each Underwriter: the statements described concession and reallowance figures appearing in Section 9(a) above. The indemnity agreement set forth the fourth paragraph, sales to discretionary accounts appearing in this Section 9(c) shall be the eleventh paragraph and information contained in addition to any liabilities that each Underwriter may otherwise havethe twelfth, thirteenth and fourteenth paragraphs discussing possible stabilization measures, of the text under the caption “Underwriting”.