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

Indemnification of the Company and the Selling Stockholders. Each Underwriter, severally and not jointly, 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 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 in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and 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 or such Selling Stockholder, as applicable shall have the rights and duties given to 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 any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the Selling Stockholders, as applicable, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company and the Selling Stockholders. Each UnderwriterUnderwriter agrees, severally and not jointly, shall to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement Company and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and 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 each Selling Stockholder or any other person so indemnified based on any Preliminary Prospectusand their respective directors and officers and each person, the Registration Statementif any, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to who controls 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 Act, against any loss, claim, damage, liability or such Selling Stockholderexpense, as applicable shall have the rights and duties given incurred, to 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 which the Company or any of its officers, directors a Selling Stockholder or any personsuch 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 any, who controls such settlement is effected with the written consent of the Underwriters or effected without the written consent of the Company within the meaning 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 Section 15 or is based upon any untrue or alleged untrue statement of the Securities Act or Section 20 of the Exchange Act or the Selling Stockholders, as applicable, a material fact contained in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any Written Testing-the-Waters Communicationamendment 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 UnderwriterUnderwriter agrees, severally and not jointly, shall to indemnify and hold harmless the Company, its affiliates, 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 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 uponofficers, 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, employees and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and 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 or such Selling Stockholder, as applicable shall have the rights and duties given to 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 any of its officers, directors or any 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 or and each of the Selling Stockholders, as applicableand their respective affiliates, in connection with directors, officers, and employees and each person, if any, who controls such Selling Stockholder within the issuance and sale meaning of Section 15 of the Public Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity set forth in connection paragraph (a) above, but only with respect to any losses, claims, damages or liabilities 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 Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Pricing Disclosure Package, the ProspectusProspectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or 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 Prospectus furnished on behalf of each Underwriter: the information in the first paragraph under the heading “Commissions and Discounts” under the caption “Underwriting”, the information concerning short sales, stabilizing transactions and other information contained in the first paragraph in the section entitled “Price Stabilization, Short 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, Short Positions and Penalty Bids” under the caption “Underwriting” in each case contained in the Prospectus.

Indemnification of the Company and the Selling Stockholders. Each Underwriter, severally and not jointly, shall agrees to indemnify and hold harmless the Company, its directorseach of the directors of the Company, its each of the officers of the Company who shall have signed the Registration Statement Statement, the Selling Stockholders and persons each other person, if any, who control controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act and the Selling Stockholders Act, against any and all loss, liability, claim, damage and expense described in Section 7.1the foregoing indemnities from the Company and the Selling Stockholders to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package Registration Statement or Prospectus or any amendment or supplement thereto or in any application, application in reliance upon, and in strict conformity with, written information furnished to the Underwriters’ InformationCompany with respect to such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement 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 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 Registration Statement or Prospectus or any amendment thereof or supplement thereto. In case any action shall be brought against the Company, Company or any Selling Stockholder or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company or such and the Selling Stockholder, as applicableStockholders, and the Company, its directors, its officers who signed Company and 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 or such Selling Stockholder, as applicable Stockholders shall have the rights and duties given to the several Underwriters 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 any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the Selling Stockholders, as applicable, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication6.1.2.

Indemnification of the Company and the Selling Stockholders. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, each of its directors, directors and each of its officers who signed signs 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 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 in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and 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 or such Selling Stockholder, as applicable shall have the rights and duties given to 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 any of its officers, directors or any 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 or Act, and the Selling StockholdersStockholders (each, an “Underwriter Indemnified Party”) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as applicablesuch losses, claims, damages or liabilities (or actions in connection with the issuance and sale respect thereof) arise out of the Public Securities or are based upon any untrue statement or alleged untrue statement of any material fact contained in connection with the Registration Statement, the Pricing Disclosure Packageany Statutory Prospectus, the Prospectus, Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for use therein, and will reimburse any Written Testing-the-Waters Communicationlegal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Underwriter consists of the following information in the Final Prospectus furnished on behalf of the Underwriter: the second and third paragraphs under the caption “Underwriting—Price Stabilization and Short Positions”.

Indemnification of the Company and the Selling Stockholders. Each Underwriter, severally and not jointly, shall The Underwriter agrees to 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 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 in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and 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 or such Selling Stockholder, as applicable shall have the rights and duties given to 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 any of its officers, directors or any 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 or and each of the Selling StockholdersStockholders to the same extent as the indemnity set forth in paragraph (a) above, as applicablebut only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in connection reliance upon and in conformity with any information relating to the issuance Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and sale agreed upon that the only such information furnished by the Underwriter consists of the Public Securities or following information in connection with the Registration Statement, the Pricing Disclosure Package, the ProspectusProspectus and the Final Prospectus Supplement furnished on behalf of the Underwriter: (i) the third paragraph 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, any Issuer Free Writing 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 Preliminary Prospectus or any Written Testing-the-Waters CommunicationSupplement and the Final Prospectus Supplement.

Indemnification of the Company and the Selling Stockholders. Each Underwriter, severally and not jointly, shall The Underwriter agrees to 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 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 in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and 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 or such Selling Stockholder, as applicable shall have the rights and duties given to 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 any of its officers, directors or any 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 or and each of the Selling StockholdersStockholders to the same extent as the indemnity set forth in paragraph (a) above, as applicablebut only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in connection reliance upon and in conformity with any information relating to the issuance Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and sale agreed upon that the only such information furnished by the Underwriter consists of the Public Securities or following information in connection with the Registration Statement, the Pricing Disclosure Package, the ProspectusProspectus and the Final Prospectus Supplement furnished on behalf of the Underwriter: the information under the heading “Underwriting–Commissions and Discounts,” the information under the heading “Underwriting–Price Stabilization, any Issuer Free Writing Prospectus or any Written Testing-the-Waters CommunicationShort 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 UnderwriterUnderwriter agrees, severally and not jointly, shall to indemnify and hold harmless the Company, its affiliates, 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 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 uponofficers, 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, employees and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and 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 or such Selling Stockholder, as applicable shall have the rights and duties given to 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 any of its officers, directors or any 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 or and each of the Selling Stockholders, as applicableand their respective affiliates, in connection with directors, officers, and employees and each person, if any, who controls such Selling Stockholder within the issuance and sale meaning of Section 15 of the Public Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity set forth in connection paragraph (a) above, but only with respect to any losses, claims, damages or liabilities 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 Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the Pricing Disclosure Package, the ProspectusProspectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or 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 Prospectus furnished on behalf of each Underwriter: the information in the first paragraph under the heading “Commissions and Discounts” under the caption “Underwriting”, the information concerning short sales, stabilizing transactions and other information contained in the first paragraph in the section entitled “Price Stabilization, Short 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, Short Positions and Penalty Bids” under the caption “Underwriting” in each case contained in the Prospectus.