Common use of Indemnification of the Company, its Directors and Officers and the Selling Shareholders Clause in Contracts

Indemnification of the Company, its Directors and Officers and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, the Selling Shareholders (including each of their respective directors, officers, managers, members and partners) and each person, if any, who controls the Company or any Selling Shareholder 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 any such director, officer, Selling Shareholder (or its directors, officers, managers, members or partners) 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 such Underwriter), 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 the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) promulgated under the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in 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, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) promulgated under the Securities Act, the Prospectus (or such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and/or the Selling Shareholders by the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Shareholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Shareholder (or its directors, officers, managers, members or partners) 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 of the Selling Shareholders, hereby acknowledges that the only information that the Representatives and the Underwriters have furnished to the Company and the Selling Shareholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) promulgated under the Securities Act or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the second paragraph and the paragraphs under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Company’s Preliminary Prospectus relating to the offering of the Offered Shares. The indemnity agreement set forth in this Section 9(c) shall be in addition to any liabilities that each Underwriter may otherwise have under this Agreement.

Indemnification of the Company, its Directors and Officers and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, the Selling Shareholders (including each of their respective directors, officers, managers, members and partners) and each person, if any, who controls the Company or any Selling Shareholder 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 any such director, officer, Selling Shareholder (or its directors, officers, managers, members or partners) 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission 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 a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) promulgated under 433 of the Securities Act Act, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement thereto), supplement) or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein statements, 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, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus that the Company has usedprospectus, referred to such Section 5(d) Written Communication or filed, or is required to file, pursuant to Rule 433(d) promulgated under the Securities Act, the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company and/or the Selling Shareholders by the Representatives Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Shareholder or controlling person for any legal and other expense reasonably all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer, Selling Shareholder (or its directors, officers, managers, members or partners) 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 of the Selling Shareholders, Shareholders hereby acknowledges acknowledge that the only information that the Representatives and the Underwriters have Representative has furnished to the Company and the Selling Shareholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) promulgated under of the Securities Act Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement theretoto the foregoing) are the statements set forth in the table in the second paragraph and the paragraphs 3, 5, 12, 16, 18 under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Company’s Preliminary Prospectus relating to Supplement and the offering of the Offered SharesFinal Prospectus Supplement. The indemnity agreement set forth in this Section 9(c) shall be in addition to any liabilities that each Underwriter may otherwise have under this Agreementhave.

Indemnification of the Company, its Directors and Officers and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, the Selling Shareholders (including each of their respective directors, officers, managers, members and partners) and each person, if any, who controls the Company or any Selling Shareholder 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 any such director, officer, Selling Shareholder (or its directors, officers, managers, members or partners) or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state or provincial statutory law or regulationregulation (including Canadian Securities Laws), or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filedamendment thereto, or is required to file, pursuant to Rule 433(d) promulgated under the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the any omission or alleged omission 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 a material fact included in any preliminary prospectus, the Time of Sale Prospectus, the Canadian Prospectus, any free writing prospectus, that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, 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, such preliminary prospectus, the Time of Sale Prospectus, the Canadian Prospectus, such free writing prospectus that the Company has usedprospectus, referred to such Section 5(d) Written Communication or filed, or is required to file, pursuant to Rule 433(d) promulgated under the Securities Act, the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company and/or the Selling Shareholders by the Representatives Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Shareholder or controlling person for any legal and other expense reasonably all expenses (including the reasonable fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer, Selling Shareholder (or its directors, officers, managers, members or partners) 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 of the Selling Shareholders, Shareholders hereby acknowledges acknowledge that the only information that the Representatives and the Underwriters Representative have furnished to the Company and the Selling Shareholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Canadian Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) promulgated under of the Securities Act , any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement theretoto the foregoing) are the statements set forth in the table in first sentence of the second fourth paragraph, the third sentence of the fifth paragraph, the first two sentences of the first paragraph under the section entitled “Commission and Expenses,” and the paragraphs first sentence of the first paragraph under the section entitled “Stabilization,” each under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Company’s Preliminary Prospectus relating to Supplement and the offering of Final Prospectus Supplement and the Offered SharesCanadian Prospectus. The indemnity agreement set forth in this Section 9(c) shall be in addition to any liabilities that each Underwriter may otherwise have under this Agreementhave.

Indemnification of the Company, its Directors and Officers and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, the Selling Shareholders (including each of their respective directors, officers, managers, members and partners) and each person, if any, who controls the Company or any Selling Shareholder 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 any such director, officer, Selling Shareholder (or its directors, officers, managers, members or partners) 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment to the Registration Statement, or the omission or alleged omission to state therein a material fact required to be stated in the Registration Statement or necessary to make the statements in the Registration Statement not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) promulgated under 433 of the Securities Act Act, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement thereto), supplement) or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein statements, 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, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus that the Company has usedprospectus, referred to such Section 5(d) Written Communication or filed, or is required to file, pursuant to Rule 433(d) promulgated under the Securities Act, the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company and/or the Selling Shareholders by the Representatives Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Shareholder or controlling person for any legal and other expense reasonably all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer, Selling Shareholder (or its directors, officers, managers, members or partners) 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 of the Selling Shareholders, hereby acknowledges acknowledge that the only information that the Representatives and the Underwriters have Representative has furnished to the Company and the Selling Shareholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) promulgated under of the Securities Act Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement theretoto the foregoing) are the statements set forth in the table in the second paragraph and the paragraphs [ ] under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Company’s Preliminary Prospectus relating to and the offering of the Offered SharesProspectus . The indemnity agreement set forth in this Section 9(c9(b) shall be in addition to any liabilities that each Underwriter may otherwise have have. For the avoidance of doubt, (i) a Selling Shareholder shall be liable only with respect to untrue statements or alleged untrue statements, or omissions or alleged omissions, made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus, such Section 5(d) Written Communication or the Prospectus, in reliance upon and in conformity with the applicable Selling Shareholder Information and (ii) the liability under this Agreementsubsection of each Selling Shareholder shall be limited to an amount equal to the net proceeds (after deducting underwriting commissions and discounts, but before expenses) received by such Selling Shareholder from the sale of Shares sold by such Selling Shareholder hereunder.