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

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and officers and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or a Selling Stockholder or any such director or 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 the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), 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 or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agreesUnderwriter, severally and not jointly, to shall indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each the Selling Stockholders against any and all loss, liability, claim, damage and expense described in Section 7.1, as incurred, but only with respect to untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against the Company, any Selling Stockholder or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and their respective directors in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and officers and each person, if any, who controls duties given to the Company or such Selling Stockholder, as applicable, and the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability Act or expensesuch Selling Stockholder, as incurred, applicable shall have the rights and duties given to which the several Underwriters by the provisions of Section 7.1.3. The Company and the Selling Stockholders agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or a Selling Stockholder any of its officers, directors or any such director or controlling person may become subjectperson, under if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20 of the Exchange ActAct or the Selling Stockholders, or other federal or state statutory law or regulationas applicable, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected connection with the written consent issuance and sale of the Underwriters Public Securities or effected without the written consent of the Company in accordance connection with Section 8(e)), 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 or alleged untrue statement of a material fact contained in the Registration Statement, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, any 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise haveWritten Testing-the-Waters Communication.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company Company, its affiliates, directors, officers, and each Selling Stockholder and their respective directors and officers employees and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders, and their respective affiliates, directors, officers, and employees and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities 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 the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), 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 omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (Written Testing-the-Waters Communication, any road show or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table information in the first paragraph under the heading “Commissions and as Discounts” under the fifth (caption “Underwriting”, the information concerning short sales, stabilizing transactions and other information contained in the first sentence)paragraph in the section entitled “Price Stabilization, seventhShort Positions and Penalty Bids” under the caption “Underwriting” and the information concerning penalty bids and other information appearing in the second paragraph in the section entitled “Price Stabilization, twelfth Short Positions and thirteenth paragraphs Penalty Bids” under the caption “Underwriting” in each case contained in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and officers and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or a Selling Stockholder or any such director or 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 the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), 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 or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Underwriters expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and as in the third, fifth (first sentence), seventh, twelfth and thirteenth ninth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company Company, its affiliates, directors, officers, and each Selling Stockholder and their respective directors and officers employees and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders, and their respective affiliates, directors, officers, and employees and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities 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 the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), 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 omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (Written Testing-the-Waters Communication, any road show or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table information in the first paragraph under the heading “Commissions and as Discounts” under the fifth (caption “Underwriting”, the information concerning short sales, stabilizing transactions and other information contained in the first sentence)paragraph in the section entitled “Price Stabilization, seventhShort Positions and Penalty Bids” under the caption “Underwriting” and the information concerning penalty bids and other information appearing in the second paragraph in the section entitled “Price Stabilization, twelfth Short Positions and thirteenth paragraphs Penalty Bids” under the caption “Underwriting” in each case contained in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agreesUnderwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of the directors of the Company, each of the officers of the Company who shall have signed the Registration Statement, the Selling Stockholders and each Selling Stockholder and their respective directors and officers and each other person, if any, who controls the Company or such any Selling Stockholder, as applicable, Stockholder within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any and all loss, liability, claim, damage, liability or expensedamage and expense described in the foregoing indemnities from the Company and the Selling Stockholders to the several Underwriters, as incurred, but only with respect to which the Company untrue statements or a Selling Stockholder or any such director or controlling person may become subjectomissions, 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 the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), 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 or alleged untrue statement of a material fact contained statements or omissions made in any Preliminary Prospectus, the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Statement or Prospectus or the Prospectus (or any amendment or supplement thereto), 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), application in reliance upon upon, and in strict conformity with with, written information furnished to the Company by with respect to such Underwriter through by or on behalf of the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only information that the Underwriters have furnished to the Company through the Representatives Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Statement or Prospectus or the Prospectus (or any amendment or supplement thereto) are thereto or in any such application. The Company and the Selling Stockholders acknowledge that the statements with respect to the public offering of the Firm Securities and the Option Securities set forth under the heading "Plan of Distribution" in the table Prospectus have been furnished by the Underwriters expressly for use therein and constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the first paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs under the caption “Underwriting” in the ProspectusRegistration Statement or Prospectus or any amendment thereof or supplement thereto. The indemnity agreement set forth in this Section 8(c) In case any action shall be brought against the Company or any Selling Stockholder based on any Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in addition respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to any liabilities that each Underwriter may otherwise havethe Company and the Selling Stockholders, and the Company and the Selling Stockholders shall have the rights and duties given to the several Underwriters, by the provisions of Section 6.1.2.

Indemnification of the Company and the Selling Stockholders. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, against but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities 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 the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), 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 omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (Written Testing-the-Waters Communication or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by the Underwriters have furnished to Underwriter consists of the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectusthe Pricing Disclosure Package, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are and the statements set forth in Final Prospectus Supplement furnished on behalf of the table in Underwriter: the first paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs information under the caption heading “Underwriting-Commissions and Discounts,” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise haveinformation under the heading “Underwriting-Price Stabilization, Short Positions,” the information under the heading “Underwriting-Passive Market Making” and the information under the heading “Underwriting-Electronic Distribution.”

Indemnification of the Company and the Selling Stockholders. Each The Underwriter agrees, severally and not jointly, to will indemnify and hold harmless the Company Company, each of its directors and each Selling Stockholder and their respective directors and of its officers who signs the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Selling Stockholders (each, an “Underwriter Indemnified Party”) against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company or a Selling Stockholder or any such director or controlling person 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 the Underwriters or effected without the written consent of the Company in accordance with Section 8(e))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 the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (arise out of or any amendment or supplement thereto), 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through the Representatives expressly specifically for use therein; , and to will reimburse the Company and each Selling Stockholder any legal or any such director or controlling person for any and all other expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person 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. 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 each Selling Stockholder hereby acknowledge agreed that the only such information that furnished by the Underwriters have furnished to Underwriter consists of the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Final Prospectus or furnished on behalf of the Prospectus (or any amendment or supplement thereto) are Underwriter: the statements set forth in the table in the first paragraph second and as the fifth (first sentence), seventh, twelfth and thirteenth third paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have—Price Stabilization and Short Positions”.

Indemnification of the Company and the Selling Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, against but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities 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 the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), 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 omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (Written Testing-the-Waters Communication or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by any Underwriter consists of the Underwriters have furnished to the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Pricing Disclosure Package and the Prospectus (or any amendment or supplement thereto) are furnished on behalf of each Underwriter: the statements set forth concession and reallowance figures appearing in the table third paragraph under the caption “Underwriting”, and the information contained in the first second and third sentences of paragraph eighth, the thirteenth and as fourteenth paragraphs, and the fifth (first sentence), seventh, twelfth third and thirteenth paragraphs fourth sentences of paragraph sixteen under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Selling Stockholders. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company and each Selling Stockholder and their respective directors and Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or such Selling Stockholder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, against but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which the Company or a Selling Stockholder or any such director or controlling person may become subject, under the Securities 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 the Underwriters or effected without the written consent of the Company in accordance with Section 8(e)), 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 omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (Written Testing-the-Waters Communication or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), in reliance it being understood and agreed upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Selling Stockholder or any such director or controlling person for any and all expenses (including fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or a Selling Stockholder or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each Selling Stockholder hereby acknowledge that the only such information that furnished by the Underwriters have furnished to Underwriter consists of the Company through the Representatives expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectusthe Pricing Disclosure Package, any Preliminary Prospectus or the Prospectus and the Final Prospectus Supplement furnished on behalf of the Underwriter: (or any amendment or supplement theretoi) are the statements set forth in the table in the first third paragraph and as the fifth (first sentence), seventh, twelfth and thirteenth paragraphs under the caption “—Underwriting,” (ii) the first paragraph under the caption “—Underwriting—Commission and Expenses,” (iii) the statements concerning transactions relating to the option to purchase additional shares under the caption “—Underwriting—Option to Purchase Additional Shares,” (iv) the statements concerning stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation M of the Exchange Act under the caption “—Underwriting—Stabilization” and (v) the statements concerning electronic prospectus distribution under the caption “—Underwriting—Electronic Distribution” in the Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter may otherwise havePreliminary Prospectus Supplement and the Final Prospectus Supplement.