Common use of Indemnification of the Underwriter Clause in Contracts

Indemnification of the Underwriter. The Company shall indemnify and hold harmless the Underwriter, its affiliates, the directors, officers, employees and agents of the Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, as applicable, 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) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement to any of the foregoing) 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 or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (collectively, Marketing Materials”) 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 or (iv) in whole or in part any inaccuracy in any material respect in the representations and warranties of the Company contained herein; provided, however, that the Company shall not be liable to the extent that such loss, claim, liability, expense or damage is based on any untrue statement Exhibit 1.1 or omission or alleged untrue statement or omission made in reliance on and in conformity with Underwriter Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Indemnification of the Underwriter. The Company shall will indemnify and hold harmless the Underwriter, its affiliatespartners, the members, directors, officers, employees and agents of the Underwriter employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)several, to which they, or any of them, such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based on (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be a part of the Registration Statement at or any amendment thereof, the time of effectiveness and at General Disclosure Package, any subsequent time issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rules 430A and 430B of Rule 433(d) under the Rules and Regulations, as applicableSecurities Act, or the Prospectus or any amendment or supplement thereto, 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 to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (ii) any untrue statement whether or alleged untrue statement not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement this provision with respect to any of the foregoing) 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 or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (collectively, Marketing Materials”) 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 or (iv) in whole or in part any inaccuracy in any material respect in the representations and warranties of the Company contained hereinabove as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, liability, expense damage or damage liability arises out of or is based on any upon an untrue statement Exhibit 1.1 or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance on upon and in conformity with written information furnished to the Company by the Underwriter Information. This indemnity agreement will be in addition to any liability specifically for use therein, it being understood and agreed that the Company might otherwise haveonly such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of the Underwriter. The Company shall will indemnify and hold harmless the Underwriter, its affiliatespartners, the members, directors, officers, employees and agents of the Underwriter employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)several, to which they, or any of them, such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based on (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be a part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the time of effectiveness and at Final Prospectus or any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, as applicableIssuer Free Writing Prospectus, 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 to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (ii) any untrue statement whether or alleged untrue statement not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement this provision with respect to any of the foregoing) 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 or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (collectively, Marketing Materials”) 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 or (iv) in whole or in part any inaccuracy in any material respect in the representations and warranties of the Company contained hereinabove as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, liability, expense damage or damage liability arises out of or is based on any upon an untrue statement Exhibit 1.1 or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance on upon and in conformity with written information furnished to the Company by the Underwriter Information. This indemnity agreement will be in addition to any liability specifically for use therein, it being understood and agreed that the Company might otherwise haveonly such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of the Underwriter. The Company shall agrees to indemnify and hold harmless the Underwriter, its affiliates, the directors, officers, employees directors and agents of the Underwriter officers and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, liabilitiesdamages and liabilities (including, expenses and damages (including any and all investigativewithout limitation, legal fees and other expenses reasonably incurred in connection withwith any suit, and any amount paid in settlement of, any action, suit action or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim assertedasserted and any out-of-pocket expenses reasonably incurred by the Underwriter, its affiliates, directors and officers or any person who controls such Underwriter in connection with investigating or defending any such loss, claim, damage or liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the Shares, whether or not such Underwriter or person is a party to any action or proceeding, as such fees and expenses are incurred), to which theyjoint or several, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages that arise out of of, or are based on upon, (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus (or any amendment or supplement thereto), including the information deemed to be a part of the Registration Statement at the time of effectiveness and at (2) any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, as applicable, 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 a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement to any of the foregoing) 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 or (iii3) any untrue statement act or failure to act, or any alleged untrue statement of a material fact contained act or failure to act by the Underwriter in connection with, or relating in any materials or information provided to investors by, or with the approval ofmanner to, the Company in connection with the marketing of Shares or the offering contemplated hereby, and which is included as part of the Offered Sharesor referred to in any loss, including any roadshow claim, damage, liability or investor presentations made to investors action arising out of or based upon matters covered by clause (1) or (2) above (provided, that the Company shall not be liable under this clause (whether 3) to the extent that it is determined in person a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or electronically) (collectively, Marketing Materials”) action resulted directly from any such acts or the omission failures to act undertaken or alleged omission therefrom of a material fact necessary in order omitted to make the statements therein, in the light of the circumstances under which they were made, not misleading be taken by such Underwriter through its gross negligence or (iv) in whole or in part any inaccuracy in any material respect in the representations and warranties of the Company contained hereinwillful misconduct); provided, however, that the Company shall will not be liable to the extent in any such case for such losses, claims, damages or liabilities that such lossarise out of, claimor are based upon, liability, expense or damage is based on any untrue statement Exhibit 1.1 or omission or alleged untrue statement or omission made in reliance on upon and in conformity with any information relating to the Underwriter Information. This furnished to the Company in writing by the Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in paragraph (b) below provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement will be contained in addition this paragraph (a) shall not inure to the benefit of the Underwriter to the extent that any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (y) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (z) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus (as then amended or supplemented) unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company might otherwise havewith the provisions of Sections 4(a) through (e) hereof.

Indemnification of the Underwriter. The Company shall will indemnify and hold harmless the Underwriter, its affiliatespartners, the members, directors, officers, employees and agents of the Underwriter employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)several, to which they, or any of them, such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based on (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be a part of the Registration Statement at or any amendment thereof, the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and RegulationsGeneral Disclosure Package, as applicable, 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) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement to any of the foregoing) 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 or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered SharesSecurities, including any roadshow road show or investor presentations made to investors by the Company (whether in person or electronically) (collectively), Marketing Materials”) 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 thereintherein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such 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 Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the light enforcement of this provision with respect to any of the circumstances under which they were made, not misleading or (iv) in whole or in part any inaccuracy in any material respect in the representations and warranties of the Company contained hereinabove as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, liability, expense damage or damage liability arises out of or is based on any upon an untrue statement Exhibit 1.1 or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance on upon and in conformity with written information furnished to the Company by the Underwriter Information. This indemnity agreement will be in addition to any liability specifically for use therein, it being understood and agreed that the Company might otherwise haveonly such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of the Underwriter. (i) The Company shall will indemnify and hold harmless the Underwriter, its affiliatespartners, the members, directors, officers, employees and agents of the Underwriter employees, agents, affiliates and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)several, to which they, or any of them, such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based on (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be a part of the Registration Statement at any time, any Statutory Prospectus as of any time, the time of effectiveness and at Final Prospectus or any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, as applicableIssuer Free Writing Prospectus, 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 to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (ii) any untrue statement whether or alleged untrue statement not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement this provision with respect to any of the foregoing) 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 or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (collectively, Marketing Materials”) 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 or (iv) in whole or in part any inaccuracy in any material respect in the representations and warranties of the Company contained hereinabove as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, liability, expense damage or damage liability arises out of or is based on any upon an untrue statement Exhibit 1.1 or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance on upon and in conformity with the Underwriter Information or Selling Stockholder Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Indemnification of the Underwriter. The Company shall will indemnify and hold harmless the each Underwriter, its affiliatespartners, the members, directors, officers, employees and agents of the Underwriter employees, agents, affiliates and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)several, to which they, or any of them, such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based on (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement at any time (or any amendment thereto), including any Statutory Prospectus as of any time, the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, as applicable, 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) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplementFinal Prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus Supplement (or any amendment or supplement to any of the foregoing) 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 or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered SharesSecurities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (collectively, Marketing Materials”) 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 thereintherein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the light enforcement of this provision with respect to any of the circumstances under which they were made, not misleading or (iv) in whole or in part any inaccuracy in any material respect in the representations and warranties of the Company contained hereinabove as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, liability, expense damage or damage liability arises out of or is based on any upon an untrue statement Exhibit 1.1 or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance on upon and in conformity with written information furnished to the Company by the Underwriter Information. This indemnity agreement will be in addition to any liability specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below. The Company might otherwise haveagrees to indemnify and hold harmless each Designated Underwriter and its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with preparing for or defending or investigating any such action or claim) (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the sale of the Directed Shares arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) arising out of, related to or in connection with the sale of the Directed Shares, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the willful misconduct or gross negligence of the Designated Entities.